View Filing Data

Print Document View Excel Document

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2011	Jan. 31, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	SEALED AIR CORP/DE
Entity Central Index Key	0001012100
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 3,727,000,000
Entity Common Stock, Shares Outstanding		192,055,662

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 722.8	$ 675.6
Receivables, net of allowance for doubtful accounts of 16.3 in 2011 and $17.0 in 2010	1,385.8	697.1
Inventories	798.1	495.8
Deferred tax assets	230.3	146.2
Prepaid expenses and other current assets	125.6	25.3
Total current assets	3,262.6	2,040.0
Property and equipment, net	1,322.1	948.3
Goodwill	4,220.5	1,945.9
Intangible assets, net	2,103.2	78.0
Non-current deferred tax assets	129.3	179.6
Other assets, net	459.0	207.6
Total assets	11,496.7	5,399.4
Current liabilities:
Short-term borrowings	34.5	23.5
Current portion of long-term debt	1.9	6.5
Accounts payable	619.0	232.0
Deferred tax liabilities	16.0	5.0
Settlement agreement and related accrued interest	831.2	787.9
Accrued restructuring costs	37.1	7.9
Other current liabilities	843.8	384.9
Total current liabilities	2,383.5	1,447.7
Long-term debt, less current portion	5,010.9	1,399.2
Non current deferred tax liabilities	532.0	8.0
Other liabilities	617.9	142.9
Total liabilities	8,544.3	2,997.8
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2011 and 2010
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 202,528,616 in 2011 and 169,272,636 in 2010; shares outstanding; 192,062,185 in 2011 and 159,305,507 in 2010	20.3	17.0
Common stock reserved for issuance related to Settlement agreement, $0.10 par value per share, 18,000,000 shares in 2011 and 2010	1.8	1.8
Additional paid-in capital	1,689.6	1,152.7
Retained earnings	1,766.5	1,706.1
Common stock in treasury, 10,466,431 shares in 2011 and 9,967,129 shares in 2010	(375.6)	(362.7)
Accumulated other comprehensive loss, net of taxes:
Unrecognized pension items	(43.2)	(47.9)
Cumulative translation adjustment	(104.0)	(65.9)
Unrealized gain on derivative instruments	2.1	3.5
Total accumulated other comprehensive loss, net of taxes	(145.1)	(110.3)
Total parent company stockholders' equity	2,957.5	2,404.6
Noncontrolling interests	(5.1)	(3.0)
Total stockholders' equity	2,952.4	2,401.6
Total liabilities and stockholders' equity	$ 11,496.7	$ 5,399.4

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Receivables, allowance for doubtful accounts	$ 16.3	$ 17.0
Preferred stock, par value per share	$ 0.10	$ 0.10
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	202,528,616	169,272,636
Common stock, shares outstanding	192,062,185	159,305,507
Common stock reserved for issuance related to Settlement agreement, par value per share	$ 0.10	$ 0.10
Common stock reserved for issuance related to Settlement agreement, shares	18,000,000	18,000,000
Common stock in treasury, shares	10,466,431	9,967,129

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Net sales:
Total net sales	$ 5,640.9	$ 4,490.1	$ 4,242.8
Cost of sales	3,999.7	3,237.3	3,024.3
Gross profit	1,641.2	1,252.8	1,218.5
Marketing, administrative and development expenses	1,034.9	699.0	707.5
Amortization expense of intangible assets acquired	41.3	11.2	11.7
Costs related to the acquisition of Diversey	64.8
Restructuring and other charges	52.8	7.6	7.0
Operating profit	447.4	535.0	492.3
Interest expense	(217.1)	(161.6)	(154.9)
Net gains on sale (other-than-temporary impairment) of available-for-sale securities		5.9	(4.0)
Foreign currency exchange gains (losses) related to Venezuelan subsidiaries	(0.3)	5.5
Loss on debt redemption		(38.5)	(3.4)
Other expense, net	(13.9)	(2.9)	(0.1)
Earnings before income tax provision	216.1	343.4	329.9
Income tax provision	67.0	87.5	85.6
Net earnings available to common stockholders	$ 149.1	$ 255.9	$ 244.3
Net earnings per common share:
Basic	$ 0.89	$ 1.61	$ 1.54
Diluted	0.80	1.44	1.35
Dividends per common share	$ 0.52	$ 0.50	$ 0.48
Weighted average number of common shares outstanding:
Basic	167.0	158.3	157.2
Diluted	185.4	176.7	182.6
Food Packaging [Member]
Net sales:
Total net sales	$ 2,053.2	$ 1,923.6	$ 1,839.8
Restructuring and other charges		3.7	6.0
Food Solutions [Member]
Net sales:
Total net sales	1,015.4	934.9	891.7
Restructuring and other charges	(0.4)		1.0
Protective Packaging [Member]
Net sales:
Total net sales	1,409.5	1,299.4	1,192.9
Restructuring and other charges		3.8	(0.1)
Other [Member]
Net sales:
Total net sales	366.9	332.2	318.4
Restructuring and other charges		$ 0.1	$ 0.1
Diversey Holdings Inc [Member]
Net sales:
Total net sales	795.9
Restructuring and other charges	$ 53.2

Consolidated Statements of Stockholders Equity - USD ($) $ in Millions	Total	Common Stock	Common Stock Reserved For Issuance Related to Settlement Agreement	Additional Paid-in Capital	Retained Earnings	Common Stock in Treasury	Accumulated Other Comprehensive Loss, net of taxes	Total Parent Company Stockholders' Equity	Non-controlling Interests
Beginning Balance at Dec. 31, 2008	$ 1,925.6	$ 16.8	$ 1.8	$ 1,102.5	$ 1,364.3	$ (383.2)	$ (177.6)	$ 1,924.6	$ 1.0
Effect of contingent stock transactions, net of taxes	37.0	0.1		38.3		(1.4)		37.0
Stock issued for share-based incentive compensation	6.3			(13.7)		20.0		6.3
Recognition of deferred pension items, net of taxes	(10.2)						(10.2)	(10.2)
Foreign currency translation, net of taxes	71.6						71.6	71.6
Unrecognized loss on derivative instruments, net of taxes	(0.9)						(0.9)	(0.9)
Unrecognized gains (losses) on available-for-sale securities, net of taxes	4.4						4.4	4.4
Noncontrolling interests	0.3								(0.3)
Net earnings	244.3				244.3			244.3
Dividends on common stock	(77.5)				(77.5)			(77.5)
Ending Balance at Dec. 31, 2009	2,200.3	16.9	1.8	1,127.1	1,531.1	(364.6)	(112.7)	2,199.6	0.7
Effect of contingent stock transactions, net of taxes	27.2	0.1		28.3		(1.2)		27.2
Stock issued for share-based incentive compensation	7.7			(5.2)		12.9		7.7
Purchases of common stock	(9.8)					(9.8)		(9.8)
Recognition of deferred pension items, net of taxes	22.5						22.5	22.5
Foreign currency translation, net of taxes	(15.1)						(15.1)	(15.1)
Unrecognized loss on derivative instruments, net of taxes	(0.6)						(0.6)	(0.6)
Unrecognized gains (losses) on available-for-sale securities, net of taxes	(4.4)						(4.4)	(4.4)
Noncontrolling interests	(1.2)			2.5				2.5	(3.7)
Net earnings	255.9				255.9			255.9
Dividends on common stock	(80.9)				(80.9)			(80.9)
Ending Balance at Dec. 31, 2010	2,401.6	17.0	1.8	1,152.7	1,706.1	(362.7)	(110.3)	2,404.6	(3.0)
Effect of contingent stock transactions, net of taxes	14.6	0.1		27.4		(12.9)		14.6
Stock issued for share-based incentive compensation	0.7			0.7				0.7
Shares issued in connection with Diversey acquisition	512.9	3.2		509.7				512.9
Recognition of deferred pension items, net of taxes	4.7						4.7	4.7
Foreign currency translation, net of taxes	(38.1)						(38.1)	(38.1)
Unrecognized loss on derivative instruments, net of taxes	(1.4)
Unrecognized gains (losses) on available-for-sale securities, net of taxes	(1.4)						(1.4)	(1.4)
Noncontrolling interests	(3.0)			(0.9)				(0.9)	(2.1)
Net earnings	149.1				149.1			149.1
Dividends on common stock	(88.7)				(88.7)			(88.7)
Ending Balance at Dec. 31, 2011	$ 2,952.4	$ 20.3	$ 1.8	$ 1,689.6	$ 1,766.5	$ (375.6)	$ (145.1)	$ 2,957.5	$ (5.1)

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net earnings available to common stockholders	$ 149.1	$ 255.9	$ 244.3
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	189.5	154.7	154.5
Share-based incentive compensation	25.0	30.6	38.8
Costs related to the acquisition of Diversey	64.8
Amortization of senior debt related items and other	4.9	1.7	1.0
Loss on debt redemption		38.5	3.4
Provisions for bad debt	8.6	6.4	6.8
Provisions for inventory obsolescence	9.2	2.1	6.6
Deferred taxes, net	(55.6)	(3.3)	(16.6)
Excess tax benefit from share-based incentive compensation	(2.6)
Net loss on sales of small product lines			0.2
Net gain on disposals of property and equipment and other	(6.3)	(0.8)	(3.0)
(Net gains on sale) other-than-temporary impairment of available-for-sale securities		(5.9)	4.0
Changes in operating assets and liabilities, net of effects of businesses acquired:
Changes in restricted cash	(6.3)
Receivables, net	(116.0)	(33.9)	115.2
Accounts receivable securitization program			(80.0)
Inventories	(9.0)	(19.4)	109.7
Other assets, net	47.1	16.3	9.6
Accounts payable	(14.4)	19.0	(68.4)
Other liabilities	104.1	21.2	25.9
Net cash provided by operating activities	392.1	483.1	552.0
Cash flows from investing activities:
Capital expenditures for property and equipment	(124.5)	(87.6)	(80.3)
Acquisition of Diversey, net of cash and cash equivalents acquired	(1,983.1)
Investment in Diversey, preferred stock	(262.9)
Other businesses acquired in purchase transactions, net of cash and cash equivalents acquired and equity investment in 2011 and 2010	(12.0)	(24.1)
Proceeds from sale of available-for-sale securities		12.6
Proceeds from sales of property and equipment	10.4	4.2	7.2
Other investing activities	1.7	(2.0)	2.8
Net cash used in investing activities	(2,370.4)	(96.9)	(70.3)
Cash flows from financing activities:
Changes in restricted cash	262.9
Payments of long-term debt	(1,753.6)	(276.1)	(585.3)
Proceeds from long-term debt	3,706.4		766.6
Dividends paid on common stock	(87.4)	(79.7)	(75.7)
Acquisition of common stock for tax withholding obligations under our 2005 contingent stock plan	(12.2)
Net payments of short-term borrowings	(43.9)	(4.4)	(8.3)
Payments of debt issuance costs	(51.2)		(7.0)
Repurchases of common stock		(9.8)
Excess tax benefits from share-base incentive compensation	2.6
Other financing activities		(3.0)
Net cash (used in) provided by financing activities	2,023.6	(373.0)	90.3
Effect of foreign currency exchange rate changes on cash and cash equivalents	1.9	(32.1)	(6.4)
Cash and cash equivalents:
Balance, beginning of period	675.6	694.5	128.9
Net change during the period	47.2	(18.9)	565.6
Balance, end of period	722.8	675.6	694.5
Supplemental Cash Flow Information:
Interest payments, net of amounts capitalized	135.3	128.7	100.9
Income tax payments	129.8	86.6	114.3
Non-cash items associated with the acquisition of Diversey
31.7 million shares of Sealed Air common stock issued in connection with the Diversey acquisition	512.9
Fair value of Diversey preferred stock investment	262.9
Fair value-based measure of the portion of the SARs attribute to pre-acquisition service	$ 50.8
Other non-cash items:
Transfers of shares of our common stock from Treasury as part of our 2009 and 2008 profit sharing plan contributions		7.2	5.9
Net unrealized (losses) gains on available-for-sale securities		$ (7.0)	$ 7.0

Consolidated Statements of Cash Flows (Parenthetical) shares in Millions	12 Months Ended
	Dec. 31, 2011 shares
Diversey Holdings Inc [Member]
Number of common stock received by Diversey stockholders	31.7

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Comprehensive Income [Abstract]
Net earnings available to common stockholders	$ 149.1	$ 255.9	$ 244.3
Other comprehensive income, net of taxes:
Recognition of deferred pension items, net of taxes of $1.0 in 2011, $(1.8) in 2010, and $3.6 in 2009	4.7	22.5	(10.2)
Unrealized (losses) gains on derivative instruments, net of taxes of $0.7 in 2011, $0.4 in 2010, $0.5 in 2009	(1.4)	(0.6)	(0.9)
Unrealized (losses) gains on available-for-sale securities, reclassified to net earnings, net of taxes of $(2.6) in 2010 and$2.6 in 2009	(1.4)	(4.4)	4.4
Foreign currency translation, net of taxes	(38.1)	(15.1)	71.6
Comprehensive income, net of income taxes	$ 114.3	$ 258.3	$ 309.2

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 8, 9, 10, 11, 12, 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 30
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A5
-Appendix A

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e557-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e540-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6508144

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

The adjustment out of other comprehensive income for prior service costs recognized as a component of net period benefit cost during the period, after tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 4
-Subparagraph c, d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 19, 24
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=6962843&loc=d3e1928-114920

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity, net of tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 19, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 13, 20, 31
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-Subparagraph (b),(c)
-URI http://asc.fasb.org/extlink&oid=6915805&loc=d3e32211-110900

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Change in accumulated gains and losses from derivative instrument designated and qualifying as the effective portion of cash flow hedges, net of tax effect. The after tax effect change includes an entity's share of an equity investee's Increase or Decrease in deferred hedging gains or losses.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 46
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 20
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 121
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624171-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Appreciation or loss in value (before reclassification adjustment) of the total of unsold securities during the period being reported on, net of tax. Reclassification adjustments include: (1) the unrealized holding gain (loss), net of tax, at the date of the transfer for a debt security from the held-to-maturity category transferred into the available-for-sale category. Also includes the unrealized gain (loss) at the date of transfer for a debt security from the available-for-sale category transferred into the held-to-maturity category; (2) the unrealized gains (losses) realized upon the sale of securities, after tax; and (3) the unrealized gains (losses) realized upon the write-down of securities, after tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 13
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591552-111686

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=6921628&loc=SL4569616-111683

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591551-111686

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a),(c)
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Comprehensive Income [Abstract]
Recognition of deferred pension items, net of taxes	$ 1.0	$ (1.8)	$ 3.6
Unrealized losses on derivative instruments, net of taxes	$ 0.7	0.4	0.5
Unrealized (losses) gains on available-for-sale securities, reclassified to net earnings		$ (2.6)	$ 2.6

- Definition

Tax effect on adjustment out of other comprehensive income for prior service costs recognized as a component of net period benefit cost during the period.

+ References

+ Details

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2011

Organization and Nature of Operations [Abstract]

Organization and Nature of Operations

Note 1 Organization and Nature of Operations

We are a global leader in food safety and security, facility hygiene and product protection. We serve an array of end markets including food and beverage processing, food service, retail, health care and industrial, commercial and consumer applications. We have widely recognized and inventive brands such as Bubble Wrap ^® brand cushioning, Cryovac^® brand food packaging solutions and now, as a result of our acquisition of Diversey Holdings, Inc. (“Diversey”) on October 3, 2011, Diversey ^® brand cleaning and hygiene solutions. We offer efficient and sustainable solutions that create business value for customers, enhance the quality of life for consumers and provide a cleaner and healthier environment for future generations.

Throughout this report, when we refer to “Sealed Air,” the “Company,” “we,” “our,” or “us,” we are referring to Sealed Air Corporation and all of our subsidiaries, except where the context indicates otherwise.

We conduct our operations through the following four business segments: Food Packaging, Food Solutions, Protective Packaging, Diversey and an “Other” category. See Note 4, “Segments,” for further details of our segment structure. We conduct substantially all of our business through three wholly-owned subsidiaries, Cryovac, Inc., Sealed Air Corporation (US) and now, Diversey.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Name Statement of Position (SOP)
-Publisher AICPA
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Name FASB Interpretation (FIN)
-Publisher FASB
-Number 46R
-Paragraph 4, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6359553&loc=d3e288-107754

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6921930&loc=d3e5614-111684

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
-SubTopic 235
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 272
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6970148&loc=SL6228881-111685

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 720
-SubTopic 15
-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
-Paragraph 8, C1, C7
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Summary of Significant Accounting Policies and Recently Issued Accounting Standards

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies and Recently Issued Accounting Standards [Abstract]

Summary of Significant Accounting Policies and Recently Issued Accounting Standards

Note 2 Summary of Significant Accounting Policies and Recently Issued Accounting Standards

Summary of Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. All amounts are in millions, except per share amounts, and approximate due to rounding. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, had no impact on our consolidated financial condition, results of operations and cash flows.

The consolidated financial statements and information included in this Annual Report on Form 10-K (“Form 10-K”) includes the financial results of Diversey for the period beginning October 3, 2011 through December 31, 2011. The financial results included in this Form 10-K related to the acquisition method accounting for the Diversey transaction are subject to change as the acquisition method accounting is not yet finalized and dependent upon the finalization of management’s review of certain independent valuations and studies that are still in process. See Note 3, “Acquisition of Diversey Holdings, Inc.,” for further information about the acquisition and related transactions and the acquisition accounting.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Use of Estimates

The preparation of our consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including amounts recorded in connection with the acquisition of Diversey, the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the period reported. These estimates include, among other items, assessing the collectibility of receivables, the use and recoverability of inventory, the estimation of fair value of financial instruments, assumptions used in the calculation of income taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in our defined benefit pension plans, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, costs for incentive compensation and accruals for commitments and contingencies. We review these estimates and assumptions periodically using historical experience and other factors and reflect the effects of any revisions in the consolidated financial statements in the period we determine any revisions to be necessary. Actual results could differ from these estimates.

Financial Instruments

We may use financial instruments, such as cross currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to our borrowing and trade activities. We may use these financial instruments from time to time to manage our exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least A- by Standard & Poor’s and A3 by Moody’s.

We report derivative instruments at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify our specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use purchase orders and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk we are trying to reduce. We regularly review our hedge positions and the correlation between the transaction risks and the hedging instruments.

We account for derivative instruments as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions.

We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income, to the extent that hedges are effective and until the underlying transactions are recognized in the consolidated statements of operations, at which time we recognize the gains and losses in the consolidated statements of operations. We recognize gains and losses on qualifying fair value hedges and the related loss or gain on the hedged item attributable to the hedged risk in the consolidated statements of operations.

Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized on the consolidated statements of operations over the period in which the income or expense on the underlying hedged transaction is recognized.

See Note 12, “Derivatives and Hedging Activities,” for further details.

Fair Value Measurements of Financial Instruments

In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

•

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Our fair value measurements for our financial instruments are subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect our estimates. See Note 13, “Fair Value Measurements and Other Financial Instruments,” for further details on our fair value measurements.

Foreign Currency Translation

In non-U.S. locations that are not considered highly inflationary, we translate the balance sheets at the end of period exchange rates with translation adjustments accumulated in stockholders’ equity on our consolidated balance sheets. We translate the statements of operations at the average exchange rates during the applicable period.

We translate assets and liabilities of our operations in countries with highly inflationary economies at the end of period exchange rates, except that nonmonetary asset and liability amounts are translated at historical exchange rates. In countries with highly inflationary economies, we translate items reflected in the statements of operations at average rates of exchange prevailing during the period, except that nonmonetary amounts are translated at historical exchange rates.

Commitments and Contingencies — Litigation

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred.

Revenue Recognition

Our revenue earning activities primarily involve manufacturing and selling products, and we consider revenues to be earned when we have completed the process by which we are entitled to receive consideration. The following criteria are used for revenue recognition: persuasive evidence that an arrangement exists, shipment has occurred, selling price is fixed or determinable, and collection is reasonably assured.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the consolidated statements of operations.

Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were approximately 7% of net sales in 2011 and less than 5% of net sales in 2010 and 2009.

Research and Development

We expense research and development costs as incurred. Research and development costs were $106 million in 2011, $88 million in 2010 and $81 million in 2009.

Share-Based Incentive Compensation

Our primary share-based employee incentive compensation program is the 2005 Contingent Stock Plan. See Note 18, “Stockholders’ Equity,” for further information on this plan.

We record share-based compensation awards exchanged for employee services at fair value on the date of grant and record the expense for these awards in marketing, administrative and development expense on our consolidated statement of operations over the requisite employee service period. Share-based incentive compensation expense includes an estimate for forfeitures and anticipated achievement levels and is generally recognized over the expected term of the award on a straight-line basis.

Environmental Expenditures

We expense or capitalize environmental expenditures that relate to ongoing business activities, as appropriate. We expense costs that relate to an existing condition caused by past operations and which do not contribute to current or future net sales. We record liabilities when we determine that environmental assessments or remediation expenditures are probable and that we can reasonably estimate the associated cost or a range of costs.

Income Taxes

We file a consolidated U.S. federal income tax return. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We provide for income taxes on those portions of our foreign subsidiaries’ accumulated earnings that we believe are not reinvested indefinitely in our businesses. It is not practicable to estimate the amount of tax that might be payable on the portion of those accumulated earnings that we believe are reinvested indefinitely.

We account for income taxes under the asset and liability method to provide for income taxes on all transactions recorded in the consolidated financial statements. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry forwards. We determine deferred tax assets and liabilities at the end of each period using enacted tax rates.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statements of operations.

See Note 16, “Income Taxes,” for further discussion.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Cash and Cash Equivalents

We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total.

Accounts Receivable Securitization

Two of our primary U.S. operating subsidiaries are parties to an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to an indirectly wholly-owned subsidiary that was formed for the sole purpose of entering into this program. The wholly-owned subsidiary in turn may sell an undivided ownership interest in these receivables to a participating bank or an issuer of commercial paper administered by the participating bank. The wholly-owned subsidiary retains the receivables it purchases from the two operating subsidiaries.

Before January 1, 2010, if the wholly-owned subsidiary sold undivided ownership interests in receivables, we removed the transferred ownership interest amounts from our balance sheet at the time of the sale and reflected the proceeds from the sale in cash provided by operating activities on the consolidated statements of cash flows. Effective January 1, 2010, under U.S. GAAP, our current program qualifies as a secured borrowing rather than the sale of an asset. Any future transfers of ownership interests of receivables under our receivables securitization program to the issuer of commercial paper or to the participating bank are no longer considered sales of receivables but are considered secured borrowings and will be recorded as liabilities on our consolidated balance sheet.

Receivables, Net

In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Accounts receivable, which are included in receivables, net, on the consolidated balance sheets, are net of allowances for doubtful accounts. We maintain accounts receivable allowances for estimated losses resulting from the failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorates.

Inventories

We determine the cost of our legacy Sealed Air U.S. inventories on a last-in, first-out or LIFO cost flow basis. The cost of our U.S. equipment inventories and the balance of our U.S. inventories and most non-U.S. inventories is determined on a first-in, first-out or FIFO cost flow basis. We state inventories at the lower of cost or market.

Property and Equipment, Net

We state property and equipment at cost, except for the fair value of acquired property and equipment and property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets.

We depreciate the cost of property and equipment over their estimated useful lives on a straight-line basis as follows: buildings — 20 to 40 years; machinery and equipment — 5 to 10 years; and other property and equipment — 2 to 10 years.

Goodwill and Identifiable Intangible Assets

Goodwill represents the excess of the consideration transferred, the fair value of any noncontrolling interest in the acquiree and, if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

These assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. We amortize finite lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, generally ranging from 3 to 15 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 18% in 2011 and 1% in 2010 of our consolidated total assets. See Note 3, “Acquisition of Diversey Holdings, Inc.,” for further information on our acquired intangible assets.

We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired.

See Note 7, “Goodwill and Identifiable Intangible Assets,” for further discussion of our goodwill.

Long-Lived Assets

Impairment and Disposal of Long-Lived Assets

For definite lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate.

For indefinite – lived intangible assets, such as in-process research and development and trademarks and trade names, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any. In addition, in all cases of an impairment review other than for in-process research and development assets, we re-evaluate whether continuing to characterize the asset as indefinite –lived is appropriate.

Conditional Asset Retirement Obligations

We recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within our control. In addition, we would record a corresponding amount by increasing the carrying amount of the related long-lived asset, which is depreciated over the useful life of such long-lived asset.

Self-Insurance

We retain the obligation for specified claims and losses related to property, casualty, workers’ compensation and employee benefit claims. We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities.

Pensions

We maintain a qualified non-contributory profit sharing plan in which some U.S. employees participate and qualified contributory retirement savings plans in which some U.S. employees are eligible to participate. For a number of our U.S. employees and our international employees, we maintain defined benefit pension plans. We are required to make assumptions regarding the valuation of projected benefit obligations and the performance of plan assets for our defined benefit pension plans.

We review and approve the assumptions made by our actuaries regarding the valuation of benefit obligations and performance of plan assets. The principal assumptions concern the discount rate used to measure future obligations, the expected future rate of return on plan assets, the expected rate of future compensation increases and various other actuarial assumptions. The measurement date used to determine benefit obligations and plan assets is December 31. In general, significant changes to these assumptions could have a material impact on the costs and liabilities recorded in our consolidated financial statements.

As a result of the acquisition of Diversey we acquired Diversey’s global pension and other post retirement benefit plans. See Note 14, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for information about the combined company’s benefit plans.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Net Earnings per Common Share

Basic earnings per common share is calculated by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Net earnings available to common stockholders was adjusted to reflect the reduction to interest expense, net of income taxes, that would have occurred as a result of the assumed conversion of the 3% Convertible Senior Notes for periods prior to the redemption of these notes in July 2009.

On January 1, 2009, we adopted a new accounting standard requiring non-vested share-based payment awards that contain non-forfeitable rights to dividends to be treated as participating securities and therefore included in computing earnings per common share using the “two-class method”. The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. The non-vested restricted stock issued under our 2005 Contingent Stock Plan are considered participating securities since these securities have non-forfeitable rights to dividends when we declare a dividend during the contractual vesting period of the share-based payment award and therefore included in our earnings allocation formula using the two-class method.

When calculating diluted net earnings per common share, the more dilutive effect of applying either of the following is presented: (a) the two-class method (described above) assuming that the participating security is not exercised or converted, or, (b) the treasury stock method for the participating security. Our diluted net earnings per common share for all periods presented were calculated using the two-class method since such method was more dilutive.

See Note 19, “Net Earnings Per Common Share,” for further discussion.

Recently Issued Accounting Standards

Unless necessary to clarify a point to readers, we will refrain from citing specific topic and section references when addressing new or pending accounting standard changes or discussing application of U.S. GAAP in this Annual Report on Form 10-K.

Adopted in 2011

In September 2009, the Financial Accounting Standards Board (“FASB”) ratified an amendment to accounting standards addressing revenue recognition for arrangements with multiple revenue-generating activities. The amendment addresses how revenue should be allocated to separate elements that could impact the timing of revenue recognition. The amendment is effective for us on a prospective basis for revenue arrangements entered into or materially modified on or after January 1, 2011, and earlier application is permitted. We adopted this amendment on January 1, 2011 on a prospective basis, and any impact to our consolidated financial condition and results of operations will depend on future revenue arrangements we enter into. Currently, we do not believe the adoption of this amendment will materially impact our consolidated financial condition and results of operations.

In January 2010, the FASB issued authoritative guidance requiring additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements are presented separately. This standard was effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of revised Level 3 disclosure requirements which are effective for interim and annual reporting periods beginning after December 15, 2010. Comparative disclosures are not required in the year of adoption. We adopted the provisions of the standard on January 1, 2011, which did not have a material impact on our financial statements.

In December 2010, the FASB issued an update to authoritative guidance with the objective of to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. This update specifies, among other items, that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this updated guidance are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. We adopted the provisions of the standard on January 1, 2011, which did not have a material impact on our financial statements.

Adopted in 2012

In June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income that will become effective for us beginning January 1, 2012. This standard eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. We do not believe the adoption of this guidance will impact our consolidated financial condition and results of operations.

In September 2011, the FASB issued authoritative guidance on testing goodwill for impairment that will become effective for us beginning January 1, 2012. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. We are currently assessing the potential impact of the adoption of this guidance on our financial statements.

Acquisition of Diversey Holdings, Inc.

12 Months Ended

Dec. 31, 2011

Acquisition of Diversey Holdings, Inc. [Abstract]

Acquisition of Diversey Holdings, Inc.

Note 3 Acquisition of Diversey Holdings, Inc.

Description of Transaction

On October 3, 2011, we completed the acquisition of 100% of the outstanding stock of Diversey. We acquired Diversey to position us to capture growth opportunities by developing end-to-end service-based solutions for the food processing and food service industries, to leverage combined research and development investments to develop broader growth initiatives in the food processing and food service industries and to improve access to under-developed markets and increase access to developing regions.

Under the terms of the acquisition agreement, we paid in aggregate $2.1 billion in cash consideration and an aggregate of approximately 31.7 million shares of Sealed Air common stock to the shareholders of Diversey. We financed the payment of the cash consideration and related fees and expenses through (a) borrowings under our new Credit Facility, (b) proceeds from our issuance of the Notes and (c) cash on hand. In connection with the acquisition, we also used our new borrowings and cash on hand to retire $1.6 billion of existing indebtedness of Diversey. The new Credit Facility and Notes are described further in Note 11, “Debt and Credit Facilities.”

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Consideration Transferred

The following table summarizes the consideration transferred at the acquisition date.


Cash	$	2,098.7
31.7 million shares of Sealed Air common stock (at October 3, 2011 average price of $16.18 per share)		512.9
Fair value of Diversey preferred stock investment(1)		262.9
Fair-value-based measure of the portion of the SARs attributed to pre-acquisition service(2)		50.8

Total consideration	$	2,925.3

(1)

On October 3, 2011, prior to the closing of the acquisition, we used cash on hand in the amount of $262.9 million to purchase preferred stock of Diversey (the “Preferred Stock Issuance”) and this amount has been included in the consideration transferred. Diversey elected to exercise its covenant defeasance option with respect to its 10.50% senior notes due 2020 (the “DHI Notes”), and Diversey, Inc., a subsidiary of Diversey, elected to exercise its covenant defeasance option with respect to its 8.25% senior notes due 2019 (the “DI Notes”). In addition, Diversey elected to redeem 35% of the aggregate accreted value of the DHI Notes using a portion of the proceeds of the Preferred Stock Issuance, and Diversey, Inc. elected to redeem 35% of the aggregate principal amount of the DI Notes using a portion of the proceeds of the Preferred Stock Issuance that had been contributed to the equity capital of Diversey, Inc. Each such redemption occurred on November 2, 2011 (the “Equity Claw Redemption Date”).

On the Equity Claw Redemption Date, 35% of the DHI Notes were redeemed at a price of 110.50% of their accreted value, plus accrued and unpaid interest to the Equity Claw Redemption Date. Additionally, 35% of the DI Notes were redeemed at a price of 108.25% of their principal amount, plus accrued and unpaid interest to the Equity Claw Redemption Date. Following the completion of these redemptions Diversey and Diversey, Inc. notified The Depository Trust Company and Wilmington Trust (the “Trustee”) that they would be redeeming the remaining 65% of the DHI Notes and the DI Notes pursuant to the make-whole redemption provisions of the indentures governing the DHI Notes and the DI Notes. Each such redemption occurred on December 2, 2011.

(2)

In connection with the acquisition, Sealed Air exchanged Diversey’s cash-settled stock appreciation rights and stock options that were unvested as of May 31, 2011 and unexercised at October 3, 2011 into cash-settled stock appreciation rights based on Sealed Air common stock (“SARs”). The number of SARs was determined based on the ratio of the per share merger consideration value of $24.50 and the fair value of Sealed Air’s common stock on September 30, 2011 of $16.70, or an exchange fraction of 1.46722. This resulted in granting 13.0 million SARs.

The fair-value-based measure of the SARs at October 3, 2011 was $100.2 million based on the assumptions as of the closing date of the acquisition. The fair value of the SARs was calculated using a Black-Scholes valuation model with assumptions with respect to each of the following variables: closing stock price on October 3, 2011; forfeiture rates; risk-free interest rates; expected volatility and a dividend yield. We included the fair value of Diversey cash-settled stock appreciation rights and unvested stock options converted to SARs of $50.8 million in the consideration transferred for the acquisition that was related to services rendered prior to the acquisition.

Since these SARs are settled in cash, the amount of the related future expense will fluctuate based on the forfeiture activity and the changes in the assumptions used in the Black-Scholes valuation model which include Sealed Air’s stock price; risk-free interest rates; expected volatility and a dividend yield. In addition, once vested, the related expense will continue to fluctuate due to the changes in the assumptions used in the Black-Scholes valuation model for any SARs that are not exercised until their respective expiration dates, the last of which is currently in March 2021.

During the three months ended December 31, 2011, we recognized compensation expense of $19 million related to SARs. This expense was based on the assumptions mentioned above and is included in marketing, administrative and development expenses on our consolidated statements of operations. Payments due to the exercise of SARs in the three months ended December 31, 2011 were $22 million. As of December 31, 2011, the remaining liability for these SARs was $47 million.

In addition, in the three months ended December 31, 2011, we recognized compensation expense of $38 million for SARs, which was included in restructuring charges on our consolidated statements of operations for the termination and benefit costs related to the Diversey employees that were part of the 2011 – 2014 Integration & Optimization Program. Payments due to the exercise of these SARs were $28 million in the three months ended December 31, 2011. The remaining liability for SARs included in the restructuring plan was $12 million as of December 31, 2011.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Fair Value Estimate of Assets Acquired and Liabilities Assumed

We are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date, or learn that more information is not available. This measurement period will not exceed one year from the acquisition date. At the effective date of the acquisition, the assets acquired and liabilities assumed are generally required to be measured at fair value.

Our fair value estimate of assets acquired and liabilities assumed is pending completion of several elements, including the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by our management. The primary areas that are not yet finalized relate to the fair value of receivables, net and payables, certain tangible assets acquired and liabilities assumed, the valuation of property and equipment, the valuation of intangible assets acquired, the valuation of the SARs, environmental and legal reserves, favorable or unfavorable contracts, operating leases or commitments, contingent liabilities and income and non-income based taxes, including the filing of pre-acquisition tax returns for Diversey. Accordingly, there could be material adjustments to our consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives among other adjustments.

Legacy Diversey is subject to legal and regulatory requirements, including but not limited to those related to environmental matters and taxation, in each of the jurisdictions in which it operates. We have conducted a preliminary assessment of the liabilities arising from these matters in each of these jurisdictions and have recognized provisional amounts in our initial accounting for the acquisition of Diversey for all identified liabilities. However, we are continuing our review of these matters during the measurement period, and if new information obtained about facts and circumstances that existed at the acquisition date identifies adjustments to the liabilities initially recognized, as well as any additional liabilities that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts initially recognized.

The final determination of the assets acquired and liabilities assumed will be based on the established fair value of the assets acquired and the liabilities assumed as of the acquisition date. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. The final determination of the purchase price, fair values and resulting goodwill may differ significantly from what is reflected in these consolidated financial statements. Goodwill is not tax deductible.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date.


Net assets acquired (liabilities assumed):
Cash	$	109.3
Restricted cash		269.2
Receivables, net		592.7
Inventories(1)		308.1
Current deferred tax assets(2)		60.9
Prepaid expenses and other current assets		161.8
Property and equipment, net(3)		420.0
Intangible assets(4)		2,072.1
Non-current deferred tax assets(2)		62.9
Other assets, net(5)		178.7
Short-term borrowings		(55.0	)
Accounts payable		(337.8	)
Other current liabilities		(488.8	)
Long-term debt, less current portion		(1,648.8	)
Non-current deferred tax liabilities(2)		(619.4	)
Other liabilities(5)		(443.2	)

Total net assets acquired		642.7
Goodwill		2,282.6

Total consideration	$	2,925.3

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The following information provides further details about the estimated net step-up in fair value and/or the estimated fair value at the acquisition date for some key balance sheet items.

(1)

Inventories


Estimated net step-up in fair value	$	11.6
Increase due to change from LIFO to FIFO		5.5

Total	$	17.1

As of the effective date of the acquisition, inventory is required to be measured at fair value. Raw materials are valued at current replacement costs which approximate their carrying value. The preliminary fair values for finished goods inventory were determined based on estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of Sealed Air. The method used was the comparative sales method, which is based upon the expected selling price of a manufacturer’s finished goods inventory to customers.

(2)

Deferred taxes

In connection with the acquisition of Diversey, we acquired the stock of Diversey and therefore inherited the historical tax bases of its assets and liabilities, as well as its other tax attributes. As a result, we established deferred tax assets and liabilities with respect to the net step-up to fair value of assets and liabilities other than goodwill. We also inherited various tax uncertainties and valuation allowances, which were adjusted to reflect our judgments and estimates regarding the ultimate resolution of the items and consideration of the combined company activities including treatment of unremitted earnings of Diversey’s foreign subsidiaries. See Note 16, “Income Taxes,” for further information. Any adjustments to our estimate of assets acquired and liabilities assumed may result in a change to our deferred tax assets and liabilities.

The net deferred tax liability associated with the fair value of assets acquired and liabilities assumed was approximately $503 million. Diversey has significant unremitted foreign earnings, most of which are not permanently reinvested. As a result, as further described in Note 16, “Income Taxes,” a $94 million liability is included in non-current deferred tax liabilities. Also included in Diversey liabilities and as a reduction to certain deferred tax assets is $183 million for uncertain tax positions, as well as interest and penalties in addition to potential tax liabilities. In addition, we acquired from Diversey various deferred tax assets, including various accruals, such as pension and deferred compensation obligations that are not yet deductible, as well as, to a lesser extent, certain credits and foreign net operating losses, for which a valuation allowance was not needed. These amounts, net of valuation allowances, are included in deferred tax assets (current and non-current). See Note 16, “Income Taxes” for further discussion. Included in other current liabilities is a $54 million liability for income taxes payable and $8 million of current deferred tax liabilities.

(3)

Property and equipment


	Estimated Net Step-up in Fair Value
Land	$	53.2
Buildings and building improvements		0.8
Machinery and equipment		21.5
Fixed assets — other		12.4

Total	$	87.9

As of the effective date of the acquisition, property and equipment is required to be measured at fair value, unless those assets are classified as held-for-sale on the acquisition date. It is assumed that all property and equipment will be used and that all assets will be used in a manner that represents the highest and best use of those assets. The fair value can be estimated using a market approach (such as the sales comparison approach), an income approach (such as the income capitalization method) or a cost approach (such as replacement cost new method). As part of the appraisal process for real estate (land, buildings and building improvements), a reconciliation of all value indications was performed which resulted in the cost approach being the primary valuation methodology selected. For personal property (machinery and equipment and fixed assets – other) the cost approach was also the primary approach selected and the market and income approaches were also used, as applicable. Our fair value adjustment to property and equipment has been made by obtaining an understanding of the nature, amount and type of Diversey property and equipment as of October 3, 2011. The estimated net step-up in fair value is preliminary and subject to change as we confirm the physical existence and condition of certain property and equipment and finalize assumptions.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(4)

Intangible assets


	Estimated Fair Value		Estimated Weighted Average Useful Lives (Years)
Customer relationships	$	1,007.6	13.0
Trademarks and trade names		872.4	indefinite
Technology (1)		159.6	8/indefinite
Contracts		32.5	5.0

Total	$	2,072.1

(1)	Includes software of $84.0 million (3 year useful life), patents and trade secrets of $69.9 million (8 year weighted-average useful life), and in-process research and development (“IPR&D”) of $5.7 million. IPR&D is an indefinite-lived intangible asset.

It is assumed that all intangible assets will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any revenue enhancements or synergies will be achieved.

The preliminary fair value of intangible assets was determined primarily using income approaches. This included the multi-period excess earnings valuation method for customer relationships, in-process research and development and contracts and the relief-from-royalty valuation method for trademarks and trade names, patents and trade secrets. The cost to replace adjusted for obsolescence was the valuation method used to fair value software. Some of the more significant assumptions used in the development of intangible asset values, as applicable, include the amount and timing of projected future cash flows (including net sales, cost of sales, marketing, administrative and development expenses and working capital); the discount rate selected to measure the risks inherent in the future cash flows; the assessment of the asset’s life cycle and the competitive trends impacting the asset; and royalty rates. The fair values of the intangible assets included above are preliminary and subject to change.

(5)

Other assets, net and other liabilities

Other assets, net and other liabilities include the fair value of the assets acquired and liabilities assumed for Diversey’s global pension and other postretirement benefit plans. We utilized third-party actuarial valuations to determine the fair value of the plan assets and liabilities of each of the individual plans as of the acquisition date. Other assets, net include $45 million of noncurrent assets related to Diversey’s pension and other postretirement benefit plans. Other liabilities include $178 million of noncurrent liabilities related to Diversey’s pension and other postretirement benefit plans. The assumed pension and postretirement liabilities as of the acquisition date consisted of projected benefit obligations of $764 million and plan assets of $630 million. See Note 14, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for further information of our combined company plans.

Summary Financial Information and Unaudited Pro Forma Financial Information

The following table presents financial information for Diversey that is included in our consolidated statements of operations from October 3, 2011 through December 31, 2011:


Net sales	$	795.9

Operating loss (1)	$	(57.1	)

Loss from continuing operations	$	(72.3	)

(1) This loss includes:

•

restructuring charges of $53 million primarily related to the 2011 – 2014 Integration & Optimization Program;

•

amortization of intangible assets acquired of $31 million;

•

a non-recurring charge related to the step-up in inventories of $12 million; and

•

nonrecurring charges related to associated costs for legacy Diversey’s prior restructuring programs of $12 million.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The following table presents unaudited supplemental pro forma information as if the acquisition of Diversey had occurred on January 1, 2010 for both periods included below.


	Year Ended		Year Ended
	December 31, 2011		December 31, 2010
Net sales	$	8,105.4	$	7,617.8

Operating profit(1)	$	637.5	$	688.7

Net earnings from continuing operations(1)	$	129.8	$	173.8

Weighted average number of common shares outstanding:
Basic		190.8		190.0

Diluted		209.2		208.4

Net earnings per common share:
Basic	$	0.68	$	0.91

Diluted	$	0.62	$	0.83

(1)	Included in the pro forma results above is:

•

total depreciation and amortization expense of $320 million in 2011 and $329 million in 2010;

•

restructuring and other charges of $51.4 million in 2011 and $5.3 million in 2010; and

•

interest expense of $402 million in 2011 and $410 million in 2010;

•

loss on debt redemption of $39 million in 2010; and

•

effective income tax rates of 42% in 2011 and 30% in 2010, which reflect the tax benefits from legacy Diversey’s U.S. tax losses. We used Diversey’s U.S. federal net operating losses in transactions consummated before December 31, 2011.

While we have retained valuation allowances against most of Diversey’s foreign tax credits (both in the U.S. and worldwide), based on our assessment of projected U.S. taxable income, including the reversal of deferred tax liabilities, we are not retaining a valuation allowance against its U.S. federal net operating losses and U.S. temporary differences.

For the year ended December 31, 2011, material non-recurring pro forma adjustments include the removal of costs related to the acquisition of Diversey of $70 million, including $6 million of acquisition costs included in legacy Diversey’s consolidated statement of operations for the nine months ended September 30, 2011, and the removal of the step-up in inventories, net, of $12 million.

For the year ended December 31, 2010, there were no material non-recurring pro forma adjustments.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6927-128479

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1490-128463

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7008-128479

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6996-128479

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1524-128463

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1392-128463

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7000-128479

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1497-128463

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1486-128463

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6972119&loc=d3e1383-128463

+ Details

Segments

12 Months Ended

Dec. 31, 2011

Segments [Abstract]

Segments

Note 4 Segments

The following tables show net sales, depreciation and amortization and operating profit by our segment reporting structure:


	2011			2010		2009
Net sales
Food Packaging	$	2,053.2		$	1,923.6	$	1,839.8
Food Solutions		1,015.4			934.9		891.7
Protective Packaging		1,409.5			1,299.4		1,192.9
Diversey		795.9			—		—
Other		366.9			332.2		318.4

Total	$	5,640.9		$	4,490.1	$	4,242.8

Depreciation and amortization on property, plant and equipment and intangible assets acquired
Food Packaging	$	66.5		$	70.8	$	69.2
Food Solutions		31.8			29.9		31.4
Protective Packaging		25.6			33.6		34.1
Diversey		44.8			—		—
Other		20.8			20.4		19.8

Total	$	189.5		$	154.7	$	154.5

Operating profit (loss)
Food Packaging	$	276.5		$	262.7	$	251.7
Food Solutions		101.5			99.2		85.7
Protective Packaging		183.8			169.5		150.0
Diversey		(2.9	)		—		—
Other		6.1			11.2		11.9

Total segments and other		565.0			542.6		499.3
Costs related to the acquisition of Diversey		64.8			—		—
Restructuring and other charges(1)		52.8			7.6		7.0

Total	$	447.4		$	535.0	$	492.3

(1)	Restructuring and other charges by our segment reporting structure were as follows:


	2011			2010		2009
Food Packaging	$	—		$	3.7	$	6.0
Food Solutions		—			—		1.0
Protective Packaging		(0.4	)		3.8		(0.1	)
Diversey		53.2			—		—
Other		—			0.1		0.1

Total	$	52.8		$	7.6	$	7.0

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The restructuring and other charges in 2011 primarily relate to the 2011-2014 Integration and Optimization Program. The restructuring and other charges in 2010 primarily relate to our global manufacturing strategy and our closure of a small factory in Europe. The restructuring and other charges in 2009 primarily relate to our global manufacturing strategy. See Note 9, “Restructuring Activities,” for further discussion.

Assets by Reportable Segments

The following table shows assets allocated by our segment reporting structure. Only assets which are identifiable by segment and reviewed by our chief operating decision maker by segment are allocated to the reportable segment assets, which are trade receivables, net, and finished goods inventories, net. All other assets are included in "Assets not allocated."


	December 31,		December 31,
	2011		2010
Assets:
Trade receivables, net, and finished goods inventory, net
Food Packaging	$	420.4	$	409.8
Food Solutions		210.1		204.7
Protective Packaging		307.8		297.9
Diversey		842.4		—
Other		64.5		54.9


Total segments and other		1,845.2		967.3
Assets not allocated
Cash and cash equivalents		722.8		675.6
Property and equipment, net		1,322.1		948.3
Goodwill		4,220.5		1,945.9
Intangibles, net		2,103.2		78.0
Other		1,282.9		784.3

Total	$	11,496.7	$	5,399.4

Allocation of Goodwill to Reportable Segments

Our management views goodwill as a corporate asset, so we do not allocate our goodwill balance to the reportable segments. However, we are required to allocate goodwill to each reporting unit to perform our annual impairment review of goodwill, which we do during the fourth quarter of the year. See Note 7, “Goodwill and Identifiable Intangible Assets,” for the allocation of goodwill, the changes in goodwill balances in the year ended December 31, 2011 by our segment reporting structure, and the details of our annual goodwill impairment review.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Geographic Information


	2011		2010		2009
Net sales(1):
United States	$	2,305.2	$	2,081.6	$	1,969.1
Canada		172.6		145.0		133.2
EMEA		1,676.6		1,207.8		1,194.5
Latin America		545.7		434.3		386.4
Asia Pacific		940.8		621.4		559.6

Total	$	5,640.9	$	4,490.1	$	4,242.8

Total long-lived assets(1)(2):
United States	$	4,558.0	$	2,375.3
Canada		48.0		14.5
EMEA		1,993.5		467.8
Latin America		387.9		116.2
Asia Pacific		1,117.4		206.0

Total	$	8,104.8	$	3,179.8

(1)	Net sales attributed to the geographic areas represent net sales to external customers. No non-U.S. country had net sales in excess of 10% of consolidated net sales or long-lived assets in excess of 10% of consolidated long-lived assets at December 31, 2011.

(2)	Total long-lived assets are total assets excluding total current assets and deferred tax assets.

New Segment Structure

On November 3, 2011, we announced the expected establishment of new business units for our segment reporting structure. The new segment reporting structure will consist of three global business units. This new structure is expected to be implemented in 2012 and will replace our existing seven business unit structure and Diversey’s legacy four region-based structure.

The new segment reporting structure will include the following:

Food & Beverage — This new segment combines our legacy Food Packaging and Food Solutions businesses with Diversey’s food & beverage applications.

Institutional & Laundry — This segment will consist of Diversey’s building care, laundry and infection control solutions for building service contractors/facility management, retail, food service, hospitality and health care sectors.

Protective Packaging — This segment will combine our legacy Protective Packaging, Shrink Packaging and Specialty Materials businesses to provide customers with a broad portfolio of protective packaging systems across a range of applications and industries.

There will also be an “Other” category, which will include our legacy Medical Applications business and New Ventures.

Until the new organization is implemented, we will continue to report our segment results using the following segment structure: Food Packaging, Food Solutions, Protective Packaging, Diversey, and an Other category. Additionally, there will be no immediate changes in how we manage our business with our customers, including the products, solutions and services we provide, however, our businesses will pursue revenue synergy opportunities where available.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

+ Details

Inventories

12 Months Ended

Dec. 31, 2011

Inventories [Abstract]

Inventories

Note 5 Inventories

The following table details our inventories and the reduction of certain inventories to a LIFO basis:


	December 31,
	2011			2010
Inventories (at FIFO, which approximates replacement value):
Raw materials	$	154.3		$	94.5
Work in process		122.8			112.6
Finished goods		574.3			337.8

Subtotal (at FIFO)		851.4			544.9
Reduction of certain inventories to LIFO basis		(53.3	)		(49.1	)

Total	$	798.1		$	495.8

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

We determine the value of our legacy Sealed Air non-equipment U.S. inventories by the last-in, first-out or LIFO inventory method. U.S. inventories determined by the LIFO method were $121 million at December 31, 2011 and $102 million at December 31, 2010.

Property and Equipment, net

12 Months Ended

Dec. 31, 2011

Property and Equipment, net [Abstract]

Property and Equipment, net

Note 6 Property and Equipment, net

The following table details our property and equipment, net, at December 31, 2011 and 2010.


	December 31,
	2011			2010
Land and improvements	$	167.7		$	53.0
Buildings		697.2			620.1
Machinery and equipment		2,470.9			2,325.8
Other property and equipment		170.7			106.3
Construction-in-progress		104.4			43.6

		3,610.9			3,148.8
Accumulated depreciation and amortization		(2,288.8	)		(2,200.5	)

Property and equipment, net	$	1,322.1		$	948.3

The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment for the three years ended December 31, 2011.


	December 31,
	2011		2010		2009
Interest cost capitalized	$	4.2	$	3.7	$	6.7
Depreciation and amortization expense for property and equipment		148.2		143.5		142.8

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Goodwill and Identifiable Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Identifiable Intangible Assets [Abstract]

Goodwill and Identifiable Intangible Assets

Note 7 Goodwill and Identifiable Intangible Assets

Goodwill

The following table shows our goodwill balances by our segment reporting structure.


	Carrying Value at December 31, 2010		Goodwill Acquired		Impact of Foreign Currency Translation			Carrying Value at December 31, 2011
Food Packaging	$	382.9	$	8.7	$	0.1		$	391.7
Food Solutions		147.9		—		—			147.9
Protective Packaging		1,259.6		—		0.4			1,260.0
Diversey		—		2,282.6		(19.0	)		2,263.6
Other category		155.5		1.8		—			157.3

Total	$	1,945.9	$	2,293.1	$	(18.5	)	$	4,220.5

2011 Annual Goodwill Impairment Test

We test goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year and at other times if events or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. During 2011, we determined that there were no events or changes in circumstances that had occurred that would indicate that the fair value of any of our reporting units may be below its carrying value.

In the fourth quarter of 2011, we completed step one of our annual impairment test and fair value analysis for goodwill, and there were no impairments present and no impairment charge was recorded. We had the estimated fair values updated for all of our reporting units, except for the New Ventures reporting unit because this reporting unit does not have any goodwill included in its net asset value.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The excess of estimated fair values over carrying value, including goodwill, for each of our reporting units as of the 2011 annual test date were the following:


Reporting Unit	% By Which Estimated Fair Value Exceeds Carrying Value
Food Packaging		226	%
Food Solutions		216
Protective Packaging		18
Shrink Packaging		70
Specialty Materials		27
Medical Applications		93

Although we determined that there was no goodwill impairment in 2011, the future occurrence of a potential indicator of impairment, such as a decrease in expected net earnings, adverse equity market conditions, a decline in current market multiples, a decline in our common stock price, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, we might have to recognize a non-cash impairment of goodwill, which could have a material adverse effect on our consolidated financial condition and results of operations.

Identifiable Intangible Assets

The following tables summarize our identifiable intangible assets with definite and indefinite useful lives.


	December 31,
	2011			2010
Gross carrying value	$	2,181.4		$	113.2
Accumulated amortization		(78.2	)		(35.2	)

Total	$	2,103.2		$	78.0

These intangible assets include $909 million of intangible assets that we have determined to have indefinite useful lives, which primarily includes intangible assets acquired in connection with the acquisition of Diversey. See Note 3, “Acquisition of Diversey Holdings, Inc.,” for more details.

Below is the amortization expense of our intangible assets for the three years ended December 31, 2011.


	December 31,
	2011		2010		2009
Amortization expense of intangible assets acquired	$	41.3	$	11.2	$	11.7

The following table shows the remaining estimated future amortization expense at December 31, 2011.


2012	$	134.2
2013		132.7
2014		131.0
2015		99.1
2016		98.1
Thereafter		598.9

Total	$	1,194.0

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Accounts Receivable Securitization Program

12 Months Ended

Dec. 31, 2011

Accounts Receivable Securitization Program [Abstract]

Accounts Receivable Securitization Program

Note 8 Accounts Receivable Securitization Program

We and a group of our U.S. subsidiaries maintain an accounts receivable securitization program with a bank and an issuer of commercial paper administered by the bank. As of December 31, 2011, the maximum purchase limit for receivable interests was $125 million, subject to the availability limits described below.

The amounts available from time to time under the program may be less than $125 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. During 2011, the level of eligible assets available under the program was lower than $125 million primarily due to our current credit ratings. As a result, the amount available to us under the program was $92 million at December 31, 2011. Although we do not believe that these restrictive provisions presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a further decline in the amounts available to us under the program or termination of the program.

As of December 31, 2011 and 2010, we had no amounts outstanding under this program, and we did not utilize this program during 2011.

The overall program is scheduled to expire in December 2012. In addition, the program includes a bank financing commitment that must be renewed annually. The bank financing commitment was renewed on December 2, 2011.

Under this receivables program, two of our primary subsidiaries, Cryovac, Inc. and Sealed Air Corporation (US), sell all of their eligible U.S. accounts receivable to Sealed Air Funding Corporation, or SA Funding, an indirectly wholly-owned subsidiary of ours that was formed for the sole purpose of entering into the receivables program. SA Funding in turn may sell undivided ownership interests in these receivables to the issuer of commercial paper or to the bank, subject to specified conditions, up to a maximum of $125 million of receivables interests outstanding from time to time.

SA Funding retains the receivables it purchases from the operating subsidiaries, except those as to which it sells receivables interests to the purchasers under the program. We have structured the sales of accounts receivable by the operating subsidiaries to SA Funding and the sales of receivables interests from SA Funding to the purchasers as “true sales” under applicable laws. The assets of SA Funding are not available to pay any of our creditors or creditors of other subsidiaries or affiliates.

As a result of our adoption of a new accounting standard related to the transfer of financial assets on January 1, 2010, any transfers of ownership interests in receivables under this program are considered secured borrowings and will be recorded as liabilities on our consolidated balance sheets. Also, the costs associated with this program related to program fees on any outstanding borrowings under this program will now be included in interest expense, and the costs related to commitment fees on the unused portion of this program will continue to be included in other expense, net, on our consolidated statements of operations.

To secure the performance of their obligations under the receivables program, SA Funding and the operating subsidiaries granted a first priority security interest to the bank that is acting as administrative agent under the program in accounts receivable owned by them, proceeds and collections of those receivables and other collateral. The bank and issuer of commercial paper under the program have no recourse to us, the operating subsidiaries’ or SA Funding’s other assets for any losses resulting from the financial inability of customers to pay amounts due on the receivables when they become due. As long as a termination event with respect to the receivables program has not occurred, the operating subsidiaries service, administer and collect the receivables under the receivables program as agents on behalf of SA Funding, the bank and the issuer of commercial paper.

Before a termination event under the receivables program, SA Funding uses collections of receivables not otherwise required to be paid to the bank or the issuer of commercial paper to purchase new eligible receivables from the operating subsidiaries. We have undertaken to cause the operating subsidiaries to perform their obligations under the receivables program.

Under limited circumstances, the bank and the issuer of commercial paper can end purchases of receivables interests before the above dates. A failure to comply with interest coverage, debt leverage ratios or various other ratios related to our receivables collection experience could result in termination of the receivables program. We were in compliance with these ratios at December 31, 2011 and 2010. During September 2011, we amended the program to remove a credit rating-based event of termination. In addition, as part of the renewal of the bank financing commitment in December 2011, certain definitions in the facility were amended to be consistent with the definitions under Sealed Air Corporation’s new Credit Facility.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Restructuring Activities

12 Months Ended

Dec. 31, 2011

Restructuring Activities [Abstract]

Restructuring Activities

Note 9 Restructuring Activities

2011-2014 Integration and Optimization Program

On December 14, 2011, we announced to our senior management the commencement of a restructuring program associated with the integration of Diversey’s business following our acquisition of Diversey on October 3, 2011. The program primarily consists of (i) a reduction in headcount, (ii) the consolidation of facilities, and (iii) the consolidation and streamlining of certain customer and vendor contracts and relationships and is expected to be completed by the end of 2014.

The associated costs and related restructuring charges for this program in the three months and the year ended December 31, 2011 are included in the table below. We currently anticipate the total associated costs and restructuring charges related to this program to be in the range of $165 million to $185 million through 2014, although the actual timing of these charges is subject to change due to a variety of factors.


	Three Months and Year Ended December 31, 2011
Restructuring charges	$	52.9

The restructuring charges included in the table above are for termination and benefits costs, including $38 million of SARs that were previously issued to Diversey employees as a portion of the consideration of the acquisition of Diversey. See Note 3, “Acquisition of Diversey Holdings, Inc.,” for further discussion. These charges were included in restructuring and other charges on the consolidated statements of operations and included in our Diversey segment.

The components of the restructuring accrual, spending and other activity through December 31, 2011 and the accrual balance remaining at December 31, 2011 were as follows:


Original restructuring accrual	$	52.9
Cash payments during 2011		(28.6	)

Restructuring accrual at December 31, 2011	$	24.3

The Company expects to pay $20 million of the accrual balance remaining at December 31, 2011 within the next twelve months. This amount is included in other current liabilities on the consolidated balance sheet at December 31, 2011. The remaining accrual of $4 million is expected to be paid in 2013 and is included in other liabilities on the consolidated balance sheet at December 31, 2011.

European Principal Company (“EPC”)

In May 2011, before the acquisition of Diversey, Diversey approved, subject to successful works council consultations, plans to reorganize its European operations to function under a centralized management and value chain model. After completing the reorganization in 2012, the EPC, based in the Netherlands, is expected to centrally manage Diversey’s European operations. The European subsidiaries will execute sales and distribution locally, and local production companies will act as toll manufacturers on behalf of the EPC.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

As part of the planning for this reorganization, in the fourth quarter of 2011, we recognized associated costs of $4 million, which are included in marketing, administrative and development expenses in the consolidated statements of operations, and restructuring charges for termination benefits of $1 million.

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Other Liabilities

12 Months Ended

Dec. 31, 2011

Other Liabilities [Abstract]

Other Liabilities

Note 10 Other Liabilities

The following tables detail our other current liabilities and other liabilities at December 31, 2011 and 2010:


	December 31,
	2011		2010
Other current liabilities:
Accrued salaries, wages and related costs	$	275.7	$	139.6
Accrued operating expenses		240.1		117.4
Income taxes payable		65.9		28.0
Accrued customer volume rebates		186.5		66.0
Accrued interest		65.8		31.3
Accrued employee benefit liability		9.8		2.6

Total	$	843.8	$	384.9


	December 31,
	2011		2010
Other liabilities:
Accrued employee benefit liability	$	276.1	$	85.1
Other postretirement liability		68.9		2.5
Other various liabilities		272.9		55.3

Total	$	617.9	$	142.9

Debt and Credit Facilities

12 Months Ended

Dec. 31, 2011

Debt and Credit Facilities [Abstract]

Debt and Credit Facilities

Note 11 Debt and Credit Facilities

Our total debt outstanding consisted of the amounts set forth on the following table:


	December 31, 2011		December 31, 2010
Short-term borrowings	$	34.5	$	23.5
Current portion of long-term debt		1.9		6.5

Total current debt		36.4		30.0
5.625% Senior Notes due July 2013, less unamortized discount of $0.3 in 2011 and $0.4 in 2010(1)		401.0		399.4
12% Senior Notes due February 2014(1)		156.3		156.0
Term Loan A Facility due October 2016, less unamortized lender fees of $22.7 in 2011		989.9		—
7.875% Senior Notes due June 2017, less unamortized discount of $6.5 in 2011 and $7.4 in 2010		393.5		392.6
Term Loan B Facility due October 2018, less unamortized lender fees of $21.3, and unamortized discount of $26.5 in 2011		1,118.8		—
8.125% Senior Notes due September 2019		750.0		—
8.375% Senior Notes due September 2021		750.0		—
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2011 and $1.5 in 2010		448.6		448.5
Other		2.8		2.7

Total long-term debt, less current portion		5,010.9		1,399.2

Total debt	$	5,047.3	$	1,429.2

(1)	Amount includes adjustments due to interest rate swaps. See “Interest Rate Swaps,” of Note 12, “Derivatives and Hedging Activities,” for further discussion.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

2011 Activity

New Credit Facility

In connection with the funding of the cash consideration for the acquisition and the repayment of existing indebtedness of Diversey and to provide for ongoing liquidity requirements, on October 3, 2011, we entered into a senior secured credit facility (the “Credit Facility”). The Credit Facility consists of: (a) a $1.1 billion multicurrency term loan A facility denominated in U.S. dollars, Canadian dollars, euros and Japanese yen, (“Term Loan A Facility”), (b) a $1.2 billion multicurrency term loan B facility denominated in U.S. dollars and euros (“Term Loan B Facility”) and (c) a $700 million revolving facility available in U.S. dollars, Canadian dollars, euros and Australian dollars (“Revolving Credit Facility”). The U.S. dollar denominated tranche of the Term Loan B Facility was sold to investors at 98% of its principal amount, and the euro-denominated tranche of the Term Loan B Facility was sold to investors at 97% of its principal amount.

The Term Loan A Facility and the Credit Facility each have a five-year term and bear interest at either LIBOR or base rate (or an equivalent rate in the relevant currency) plus 250 basis points (bps) per annum in the case of LIBOR loans and 150 bps per annum in the case of base rate loans, provided that the interest rates shall be decreased to 225 bps and 125 bps, respectively, upon achievement of a specified leverage ratio. The Term Loan B Facility has a seven-year term. The U.S. dollar-denominated tranche bears interest at either LIBOR or base rate plus 375 bps per annum in the case of LIBOR loans and 275 bps per annum in the case of base rate loans, and the euro-denominated tranche bears interest at either EURIBOR or base rate plus 450 bps per annum in the case of EURIBOR loans and 350 bps per annum in the case of base rate loans. LIBOR and EURIBOR are subject to a 1.0% floor under the Term Loan B Facility tranches. Our obligations under the Credit Facility have been guaranteed by certain of Sealed Air’s subsidiaries and secured by pledges of certain assets and the capital stock of certain of our subsidiaries.

As a result of the transactions mentioned above we recorded $28 million of original issuance discounts on the term loans. This amount is included in the carrying amount of the respective term loans. We also recorded $48 million of lender fees related to the transactions mentioned above. These fees are also included in the carrying amount of the respective debt instruments. In addition, we recorded $51 million of non-lender fees related to the transactions mentioned above. These fees are included in other assets on our consolidated balance sheet.

The amortization expense of the original issuance discount, and lender and non-lender fees are calculated using the effective interest rate method over the life of the respective debt instrument. Total amortization expense in 2011 related to the debt instruments above was $8 million and is included in interest expense on our consolidated statements of operations.

Effective October 3, 2011, we terminated our former global credit facility and European credit facility and replaced them with the Revolving Credit Facility. The Revolving Credit Facility may be used for working capital needs and general corporate purposes, including the payment of the amounts required upon effectiveness of the Settlement agreement. We did not use our former global credit facility and European credit facility in the years ended December 31, 2011 and 2010. We used our Revolving Credit Facility for a short time period in connection with the acquisition of Diversey. Interest paid for the year ended December 31, 2011 under the Revolving Credit Facility was immaterial. There were no amounts outstanding under the Revolving Credit Facility at December 31, 2011.

The Credit Facility provides for customary events of default, including failure to pay principal or interest when due, failure to comply with covenants, the fact that any representation or warranty made by Sealed Air is false in any material respect, certain insolvency or receivership events affecting Sealed Air and its subsidiaries and a change in control of Sealed Air. For certain events of default, the commitments of the lenders will be automatically terminated, and all outstanding obligations of Sealed Air under the Credit Facility may be declared immediately due and payable.

Senior Notes

Additionally, on October 3, 2011, we completed an offering of $750 million aggregate principal amount of 8.125% senior notes due 2019 and $750 million aggregate principal amount of 8.375% senior notes due 2021 (“Notes”). The Notes were sold to investors at 100.0% of their aggregate principal amount, and interest is payable on the Notes on March 15 and September 15 of each year, commencing March 15, 2012.

The Notes and their related guarantees were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

2010 Activity

Partial Redemption of 12% Senior Notes due 2014

In December 2010, we completed an early redemption of $150 million of the outstanding $300 million principal amount of our 12% Senior Notes due February 14, 2014. We redeemed these notes at fair value. The aggregate redemption price was $196 million, which included the principal amount of $150 million, a 27% premium of $41 million and accrued interest of $5 million. We funded the redemption with available cash. We recognized a net pre-tax loss of $39 million, which included the premium mentioned above, less a gain of $2 million on the termination of a related interest rate swap.

We issued these notes in February 2009 for an aggregate principal amount of $300 million in a private offering. The notes were sold pursuant to the Note Purchase Agreement dated February 6, 2009 by and among us, subsidiaries of Berkshire Hathaway Inc. and Davis Selected Advisers, L.P. As indicated in a Schedule 13G/A dated February 22, 2012 filed with the SEC, Davis Selected Advisers, L.P. indicated that it had beneficial ownership of 14,577,029 shares of our common stock, or approximately 7.6% of the then outstanding shares of our common stock.

These notes were sold to the purchasers at a price of 100% of the principal amount. Interest on the notes is payable semiannually in arrears on February 15 and August 15 of each year, commencing on August 15, 2009. These senior notes rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. The indenture imposes limitations on our operations and those of specified subsidiaries that are substantially equivalent to those contained in the indentures relating to our other outstanding senior notes and discussed below under “Covenants.” The indenture does not provide an option for us to redeem these notes prior to their maturity.

Lines of Credit

The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the Revolving Credit Facility, former global credit facility and European credit facility discussed above and the amounts available under our accounts receivable securitization program. We are not subject to any material compensating balance requirements in connection with our lines of credit.


	December 31, 2011		December 31, 2010
Used lines of credit	$	34.5	$	23.5
Unused lines of credit		1,028.7		902.8

Total available lines of credit	$	1,063.2	$	926.3

Available lines of credit — committed	$	703.9	$	671.2
Available lines of credit — uncommitted		359.3		255.1

Total available lines of credit	$	1,063.2	$	926.3

Accounts receivable securitization program — committed(1)	$	92.0	$	91.0

(1)	See Note 8, “Accounts Receivable Securitization Program,” for further details of this program.

Other Lines of Credit

Substantially all our short-term borrowings of $35 million at December 31, 2011 and $24 million at December 31, 2010 were outstanding under lines of credit available to several of our foreign subsidiaries. The following table details our other lines of credit.


	December 31, 2011	December 31, 2010
Available lines of credit	$363.2	$257.8
Unused lines of credit	328.7	234.3
Weighted average interest rate	2.6%	7.4%

Covenants

Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Credit Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant to maintain a Consolidated Net Debt to Consolidated EBITDA (as defined in the Credit Facility). We were in compliance with the above financial covenants and limitations, as applicable, at December 31, 2011.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Debt Maturities

Scheduled annual maturities for the next five years and thereafter of our long-term debt, including the current portion of long-term debt. This schedule excludes debt discounts, interest rate swaps and lender fees.


2012	$	1.9
2013		522.6
2014		313.1
2015		354.5
2016		422.5
Thereafter		3,469.4

Total	$	5,084.0

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Derivatives and Hedging Activities

12 Months Ended

Dec. 31, 2011

Derivatives and Hedging Activities [Abstract]

Derivatives and Hedging Activities

Note 12 Derivatives and Hedging Activities

We report all derivative instruments on our balance sheet at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes.

As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring.

Foreign Currency Forward Contracts Not Designated as Hedges

Our subsidiaries have foreign currency exchange exposure from buying and selling in currencies other than their functional currencies. The primary purposes of our foreign currency hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on transactions denominated in foreign currencies and to minimize the impact of the changes in foreign currencies related to foreign currency denominated interest-bearing intercompany loans and receivables and payables. The changes in fair value of these derivative contracts are recognized in other expense, net, on our consolidated statements of operations and are largely offset by the remeasurement of the underlying foreign currency denominated items indicated above. These contracts have original maturities of less than 12 months.

The estimated fair value of these derivative contracts, which represents the estimated net balance that would be paid or that would be received by us in the event of their termination, based on the then current foreign currency exchange rates, was a net current asset of $15 million at December 31, 2011 and a net current liability of $0.3 million at December 31, 2010.

Foreign Currency Forward Contracts Designated as Cash Flow Hedges

The primary purposes of our cash flow hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on equipment and raw material purchases that are denominated in foreign currencies in order to minimize the impact of the changes in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in other expense, net, on our consolidated statements of operations.

Net unrealized after tax gains (losses) related to these contracts that were included in other comprehensive income for the years ended December 31, 2011 and 2010 were immaterial. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Interest Rate Swaps

From time to time, we may use interest rate swaps to manage our mix of fixed and floating interest rates on our outstanding indebtedness.

At December 31, 2011, we had outstanding interest rate swaps related to our 12% Senior Notes that qualified and were designated as fair value hedges.

In the fourth quarter of 2011, we terminated or offset interest rate swaps on our 5.625% Senior Notes and a portion of our 12% Senior Notes. As a result, we received cash of $7 million related to these terminations and recognized a reduction of interest expense of $1 million and an increase of $6 million in the carrying amount of our 12% Senior Notes and our 5.625% Senior Notes, which is being amortized over the remaining maturities of these notes and included in interest expense on our consolidated statements of operations.

We also recorded a mark-to-market adjustment to record an increase of $2 million at December 31, 2011 in the carrying amount of our 12% Senior Notes due to changes in interest rates and an offsetting increase to other assets at December 31, 2011 to record the fair value of the remaining outstanding interest rate swaps. There was no ineffective portion of the hedges recognized in earnings during the period.

At December 31, 2010, we recorded a mark-to-market adjustment to record an increase of $6 million in the carrying amount of our 12% Senior Notes and our 5.625% Senior Notes due to changes in interest rates and an offsetting increase to other assets at December 31, 2010 to record the fair value of the related interest rate swaps. There was no ineffective portion of the hedges recognized in earnings during the period.

In the fourth quarter of 2010, we terminated an interest rate swap with a notional amount of $50 million in connection with the partial redemption of the 12% Senior Notes. As a result, we received cash of $2 million related to this termination and recognized a gain of $2 million which partially offset the loss on debt redemption on the consolidated statement of operations.

Under the terms of most of our outstanding interest rate swap agreements in 2011, we received interest at a fixed rate and paid interest at variable rates that were based on the one-month LIBOR. The remaining portion of our outstanding interest rate swap agreements in 2011 were based on the six-month LIBOR. As a result of our interest rate swap agreements, interest expense was reduced by $3 million in 2011 and $5 million in 2010.

Other Derivative Instruments

We may use other derivative instruments from time to time, such as foreign exchange options to manage exposure to foreign exchange rates and interest rate and currency swaps related to access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency. At December 31, 2011 and 2010, we had no foreign exchange options or interest rate and currency swap agreements outstanding.

See Note 13, “Fair Value Measurements and Other Financial Instruments,” for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Fair Value of Derivative Instruments

The following table details the fair value of our derivative instruments included on our consolidated balance sheets.


	Fair Value of Asset Derivatives(1)				Fair Value of (Liability) Derivatives(1)
	December 31, 2011		December 31, 2010		December 31, 2011			December 31, 2010
Derivatives designated as hedging instruments:
Foreign currency forward contracts (cash flow hedges)	$	0.5	$	0.1	$	(0.6	)	$	—
Interest rate swaps (fair value hedges)		2.1		6.0		—			(0.2	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		18.0		0.5		(3.0	)		(0.8	)

Total	$	20.6	$	6.6	$	(3.6	)	$	(1.0	)

(1)	Asset derivatives were included in other assets for the foreign currency forward contracts and for the interest rate swaps. Liability derivatives were included in other liabilities for foreign currency forward contracts and for the interest rate swaps.

The following table details the effect of our derivative instruments on our consolidated statements of operations.


	Amount of Gain (Loss) Recognized in Earnings on Derivatives(1) Year Ended December 31,
	2011		2010
Derivatives designated as hedging instruments:
Interest rate swaps	$	4.1	$	4.5
Foreign currency forward contracts(2)		0.4		0.5
Derivatives not designated as hedging instruments:
Foreign currency forward contracts(2)		5.3		(6.0	)

Total	$	9.8	$	(1.0	)

(1)

Amounts recognized on the foreign currency forward contracts were included in other expense, net. Amounts recognized on the interest rate swaps were included in interest expense and do not include the gain recognized from the termination of interest rate swaps in connection with the partial redemption of the 12% Senior Notes in 2010.

(2)

The net gains and (losses) included above were substantially offset by the net (losses) and gains resulting from the remeasurement of the underlying foreign currency denominated items, which are included in other expense, net, on the consolidated statement of operations. The underlying foreign currency denominated items include receivables and payables and interest-bearing intercompany loans and receivables and payables. See "Foreign Currency Forward Contracts Not Designated as Hedges" above for further information.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80784-113994

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5579245-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624163-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624171-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41638-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5580258-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5579240-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41641-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41620-113959

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624181-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5618551-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624177-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80748-113994

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624258-113959

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5708775-113959

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41635-113959

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5708773-113959

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

+ Details

Fair Value Measurements and Other Financial Instruments

12 Months Ended

Dec. 31, 2011

Fair Value Measurements and Other Financial Instruments [Abstract]

Fair Value Measurements and Other Financial Instruments

Note 13 Fair Value Measurements and Other Financial Instruments

Fair Value Measurements

The fair value of our financial instruments, using the fair value hierarchy under U.S. GAAP detailed in “Fair Value Measurements,” of Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” are included in the table below.


December 31, 2011	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	148.9	$	—	$	148.9	$	—

Derivative financial instruments net asset:
Interest rate swaps	$	2.1	$	—	$	2.1	$	—

Foreign currency forward contracts	$	14.9	$	—	$	14.9	$	—


December 31, 2010	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	163.4	$	53.4	$	110.0	$	—

Derivative financial instrument net asset:
Interest rate swaps	$	5.8	$	—	$	5.8	$	—

Derivative financial instrument net liability:
Foreign currency forward contracts	$	0.2	$	—	$	0.2	$	—

Cash Equivalents

Our cash equivalents at December 31, 2011 consisted of commercial paper and money market accounts (fair value determined using Level 2 inputs). Our cash equivalents at December 31, 2010 consisted of investments in U.S. Treasury obligations (fair value determined using Level 1 inputs) and commercial paper (fair value determined using Level 2 inputs). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates.

Derivative Financial Instruments

Our foreign currency forward contracts are recorded at fair value on our consolidated balance sheets using an income approach valuation technique based on observable market inputs (Level 2).

Observable market inputs used in the calculation of the fair value of foreign currency forward contracts include foreign currency spot and forward rates obtained from an independent third party market data provider. In addition, other pricing data quoted by various banks and foreign currency dealers involving identical or comparable instruments are included.

Our interest rate swaps are recorded at fair value on our consolidated balance sheet using an income approach valuation technique based on observable market inputs (Level 2). Observable market inputs used in the calculation of the fair value of interest rate swaps include pricing data from counterparties to these swaps, and a comparison is made to other market data including U.S. Treasury yields and swap spreads involving identical or comparable derivative instruments.

Counterparties to these foreign currency forward contracts and interest rate swaps are rated at least A- by Standard & Poor’s and A3 by Moody’s. None of these counterparties experienced any significant ratings downgrades for the year ended December 31, 2011. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and if necessary will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date.

Other Financial Instruments

The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our consolidated balance sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities.

Other liabilities that are recorded at carrying value on our consolidated balance sheets include our senior notes. We utilize a market approach to calculate the fair value of our senior notes. Due to their limited investor base and the face value of some of our senior notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields to calculate the yield to maturity and the price on some of our senior notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable.

These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates.

The table below shows the carrying amounts and estimated fair values of our total debt:


	December 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
5.625% Senior Notes due July 2013(1)	$	401.0	$	414.1	$	399.4	$	423.1
12% Senior Notes due February 2014(1)		156.3		179.8		156.0		196.5
Term Loan A Facility due October 2016(2)		989.9		989.9		—		—
7.875% Senior Notes due June 2017		393.5		426.0		392.6		438.8
Term Loan B Facility due October 2018(2)		1,118.8		1,118.8		—		—
8.125% Senior Notes due September 2019		750.0		824.5		—		—
8.375% Senior Notes due September 2021		750.0		826.9		—		—
6.875% Senior Notes due July 2033		448.6		389.3		448.5		415.1
Other foreign loans		37.8		37.4		26.2		26.0
Other domestic loans		1.4		1.3		6.5		6.5

Total debt	$	5,047.3	$	5,208.0	$	1,429.2	$	1,506.0

(1)	The carrying value and fair value of such debt include adjustments due to interest rate swaps. See Note 12, “Derivatives and Hedging Activities.”

(2)	Includes non-U.S. dollar tranches.

Credit and Market Risk

Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk.

We do not expect any of our counterparties in derivative transactions to fail to perform as it is our policy to have counterparties to these contracts that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels.

We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments.

We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Profit Sharing Retirement Savings Plans and Defined Benefit Pension Plans

12 Months Ended

Dec. 31, 2011

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans and Other Post-Employment Benefits and Other Employee Benefit Plans [Abstract]

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans

Note 14 Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans

Profit Sharing and Retirement Savings Plans

Legacy Sealed Air has a qualified non-contributory profit sharing plan covering most of its U.S. employees. Contributions to this plan, which are made at the discretion of our Board of Directors, may be made in cash, shares of our common stock, or in a combination of cash and shares of our common stock. We also maintain qualified contributory retirement savings plans in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for our contributions in cash based upon the amount contributed to the plans by the participants.

Our contributions to or provisions for the profit sharing plan and retirement savings plans are charged to operations and amounted to $32 million in 2011, $27 million in 2010 and $38 million in 2009. No shares of our common stock were contributed in 2011, while 0.3 million shares were contributed in 2010 as part of our contribution to the profit sharing plan. These shares were issued out of treasury stock.

We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans.

Defined Benefit Pension Plans

We recognize the funded status of each defined pension benefit plan measured as the difference between the fair value of plan assets and the projected benefit obligations of the employee benefit plans on the consolidated balance sheet, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability on our consolidated balance sheets. Subsequent changes in the funded status are recognized in unrecognized pension items, a component of accumulated other comprehensive loss, that is included in total stockholders’ equity. The amount of unamortized pension items is recorded net of tax. The measurement date used by us to determine projected benefit obligations and plan assets is December 31.

United States

A number of our U.S. employees, including some employees who are covered by collective bargaining agreements, participate in defined benefit pension plans. The following table presents our funded status for 2011 and 2010 for our U.S. pension plans. The measurement date for the defined benefit pension plans presented below is December 31 of each period.


	2011			2010
Change in benefit obligation:
Projected benefit obligation at beginning of period	$	54.8		$	55.1
Service cost		1.1			1.0
Interest cost		4.8			2.8
Actuarial (gain) loss		10.2			(1.9	)
Benefits paid		(9.3	)		(2.2	)
Acquisition of Diversey		150.5			—

Projected benefit obligation at end of period	$	212.1		$	54.8

Change in plan assets:
Fair value of plan assets at beginning of period	$	40.8		$	37.9
Actual gain on plan assets		7.5			3.9
Employer contributions		4.4			1.2
Benefits paid		(9.3	)		(2.2	)
Acquisition of Diversey		127.8			—

Fair value of plan assets at end of period		171.2			40.8

Underfunded status at end of year	$	(40.9	)	$	(14.0	)

Amounts included on the consolidated balance sheets consisted of other liabilities of $41 million in 2011 and $14.0 million in 2010.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The following table shows the components of our net periodic benefit cost for the three years ended December 31, 2011, for our U.S. pension plans charged to operations.


	2011			2010			2009
Components of net periodic benefit cost:
Service cost	$	1.1		$	1.0		$	1.5
Interest cost		4.8			2.8			3.1
Expected return on plan assets		(5.1	)		(2.7	)		(2.6	)
Amortization of net prior service cost		0.2			0.3			0.5
Amortization of net actuarial loss		1.3			1.2			1.4

Net periodic benefit cost	$	2.3		$	2.6		$	3.9

The amounts in accumulated other comprehensive loss, net of taxes, that have not yet been recognized as components of net periodic benefit cost at December 31, 2011, are:


Unrecognized prior service costs	$	0.5
Unrecognized net actuarial loss		23.7

Total	$	24.2

Changes in plan assets and benefit obligations recognized in other comprehensive loss in 2011 were as follows:


Current year actuarial gain	$	7.8
Amortization of actuarial loss		(1.3	)
Amortization of prior service cost		(0.2	)

Total recognized in other comprehensive loss	$	6.3

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2012 are as follows:


Unrecognized prior service costs	$	0.2
Unrecognized net actuarial loss		2.0

Total	$	2.2

Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2011 is as follows:


Accumulated benefit obligation	$	207.5
Fair value of plan assets		171.2

Actuarial Assumptions

Weighted average assumptions used to determine benefit obligations at December 31, 2011 and 2010 were as follows:


	2011			2010
Discount rate		4.6	%		5.4	%
Rate of compensation increase		3.5			3.5

Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, 2011 were as follows:


	2011			2010			2009
Discount rate		4.9	%		5.5	%		6.0	%
Expected long-term rate of return		6.7			7.3			8.0
Rate of compensation increase		3.5			3.5			3.5

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Estimated Future Benefit Payments

We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated below:


Year	Amount
2012	$	11.4
2013		12.8
2014		11.7
2015		12.4
2016		14.7
2017 — 2021		71.7

We expect to contribute approximately $4 million of cash to our U.S. defined benefit plans in 2012.

Plan Assets

We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment.

Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we cause assets to be invested in a balanced and diversified mix of equity and fixed income investments. The target asset allocation will typically be 40-50% in equity securities, with a maximum equity allocation of 70%, and 50-60% in fixed income securities, with a minimum fixed income allocation of 30% including cash.

The fair values of our U.S. pension plan assets, by asset category and by the level of fair values at December 31, 2011, are as follows:


Asset Category	Total Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents(1)	$	4.2	$	—	$	4.2	$	—
Fixed income funds (2)		96.4		—		96.4		—
Equity funds (3)		64.8		—		64.8		—
Other (4)		5.8		—		0.5		5.3

Total	$	171.2	$	—	$	165.9	$	5.3

(1)

Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, U.S. government treasuries, commercial paper, and time deposits.

(2)

A diversified portfolio of publicly traded government bonds, corporate bonds, and mortgage-backed securities. There are no restrictions on these investments and they are valued at the net asset value of the shares held at year end, which are supported by the value of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date.

(3)

A diversified portfolio of publicly traded domestic and international common stock. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end, which are supported by the values of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date.

(4)	More than 90% is invested in real estate funds with less than $0.5 million invested in alternative investments such as private equity funds, hedge funds and commodities. The level 3 amount were from Diversey’s plans.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

International

Some of our non-U.S. employees participate in defined benefit pension plans in their respective countries. The following table presents our funded status for 2011 and 2010 for our non-U.S. pension plans. The measurement date for the defined benefit pension plans presented below is December 31 of each period.


	2011		2010
Change in benefit obligation:
Projected benefit obligation at beginning of period	$	285.9	$	289.7
Service cost		8.6		5.5
Interest cost		23.1		15.5
Actuarial (gain) loss		24.3		(9.0)
Settlement/curtailment		(6.9)		(2.3)
Benefits paid		(20.7)		(13.0)
Employee contributions		2.3		1.4
Other		3.0		(1.3)
Foreign exchange impact		(4.8)		(0.6)
Acquisition of Diversey		614.0		—

Projected benefit obligation at end of period	$	928.8	$	285.9

Change in plan assets:
Fair value of plan assets at beginning of period	$	218.3	$	204.0
Actual gain on plan assets		31.9		15.8
Employer contributions		23.5		9.3
Employee contributions		2.3		1.4
Benefits paid		(20.7)		(13.0)
Assets transferred to defined contribution plan		—		—
Settlement/curtailment		(7.0)		(0.8)
Other		4.1		(1.9)
Foreign exchange impact		(2.8)		3.5
Acquisition of Diversey		501.2		—

Fair value of plan assets at end of period		750.8		218.3

Underfunded status at end of year	$	(178.0)	$	(67.6)

Amounts included on the consolidated balance sheets consisted of:


	2011		2010
Other assets	$	62.3	$	6.1
Other current liabilities		(5.1)		(2.6)
Other liabilities		(235.2)		(71.1)

Net amount recognized	$	(178.0)	$	(67.6)

The following table shows the components of our net periodic benefit cost for the three years ended December 31, 2011 for our non-U.S. pension plans charged to operations.


	2011			2010			2009
Components of net periodic benefit cost:
Service cost	$	8.6		$	5.5		$	6.2
Interest cost		23.1			15.5			14.4
Expected return on plan assets		(21.8	)		(13.0	)		(10.9	)
Amortization of net prior service cost		0.1			0.1			0.1
Amortization of net actuarial loss		4.2			7.8			6.9

Net periodic benefit cost	$	14.2		$	15.9		$	16.7

The amounts in accumulated other comprehensive loss, net of taxes, that have not yet been recognized as components of net periodic benefit cost at December 31, 2011 are:


Unrecognized prior service costs	$	0.5
Unrecognized net actuarial loss		62.1

Total	$	62.6

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Changes in plan assets and benefit obligations recognized in other comprehensive loss in 2011 were as follows:


Current year actuarial loss	$	14.2
Amortization of actuarial loss		(4.2)
Amortization of prior service cost		(0.1)
Settlement/curtailment loss		(2.6)
Other		(1.1)
Effects of changes in foreign currency exchange rates		(0.2)

Total recognized in other comprehensive loss	$	6.0

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2012 are as follows:


Unrecognized prior service costs	$	—
Unrecognized net actuarial loss		4.9

Total	$	4.9

Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2011 is as follows:


Accumulated benefit obligation	$	504.9
Fair value of plan assets		299.8

Actuarial Assumptions

Weighted average assumptions used to determine benefit obligations at December 31, 2011 and 2010 were as follows:


	2011		2010
Discount rate		4.3%		5.7%
Rate of compensation increase		2.8%		3.5%

Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, 2011 were as follows:


	2011		2010		2009
Discount rate		4.6%		5.6%		6.0%
Expected long-term rate of return		5.8		6.8		6.6
Rate of compensation increase		2.9		3.9		3.6

Estimated Future Benefit Payments

We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated:


Year	Amount
2012	$	40.6
2013		43.5
2014		39.3
2015		42.8
2016		45.0
2017 — 2021	$	230.3

We expect to contribute approximately $35 million of cash to our non-U.S. defined benefit plans in 2012.

Plan Assets

We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we cause assets to be invested primarily in a diversified mix of equity and fixed income investments.

The fair values of our non-U.S. pension plan assets, by asset category and by the level of fair values at December 31, 2011, are as follows:


Asset Category	Total Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents(1)	$	15.3	$	8.2	$	7.1	$	—
Fixed income funds(2)		383.0		—		383.0		—
Equity funds(3)		257.4		—		257.4		—
Insurance asset(4)		15.4		—		—		15.4
Other (5)		79.7		—		43.4		36.3

Total	$	750.8	$	8.2	$	690.9	$	51.7

(1)

Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, government securities, commercial paper, and time deposits.

(2)	Fixed income funds that invest in a diversified portfolio primarily consisting of publicly traded government bonds, corporate bonds and mortgage-backed securities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end.

(3)	Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European equities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end.

(4)	Represents a guaranteed insurance contract for one of our European plans. This plan asset includes company and employee contributions and accumulated interest income at a guaranteed stated interest rate and provides for benefit payments and plan expenses.

(5)	The majority of these assets are invested in real estate funds in Diversey’s plans.

The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs.


	Insurance Asset
Balance at December 31, 2010	$	14.6
Employer contributions		1.0
Employee contributions		0.4
Actual return on asset		(0.3)
Benefits and expenses paid		(0.2)
Foreign exchange impact		(0.1)

Balance at December 31, 2011	$	15.4

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Other Post-Employment Benefits and Other Employee Benefit Plans	12 Months Ended
	Dec. 31, 2011
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans and Other Post-Employment Benefits and Other Employee Benefit Plans [Abstract]
Other Post-Employment Benefits and Other Employee Benefit Plans	<!--DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd" --> <!-- Begin Block Tagged Note 15 - see:OtherPostEmploymentBenefitsAndOtherEmployeeBenefitPlansDisclosureTextBlock--> <p style="margin-top:18px;margin-bottom:0px"><font style="font-family:times new roman" size="2"><b>Note 15 Other Post-Employment Benefits and Other Employee Benefit Plans </b></font></p> <p style="margin-top:12px;margin-bottom:0px; margin-left:1%"><font style="font-family:times new roman" size="2"><b><i>Other Postretirement Benefit Plans – Legacy Diversey </i></b></font></p> <p style="margin-top:12px;margin-bottom:0px; text-indent:2%"><font style="font-family:times new roman" size="2">In addition to providing pension benefits, we provide for a portion of healthcare, dental, vision and life insurance benefits for certain retired legacy Diversey employees, primarily in North America. Covered employees retiring on or after attaining age 50 and who have rendered at least ten years of service are entitled to post-retirement healthcare, dental and life insurance benefits. These benefits are subject to deductibles, co-payment provisions and other limitations. </font></p> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>SEALED AIR CORPORATION AND SUBSIDIARIES </b></font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>Notes to Consolidated Financial Statements — (Continued) </b></font></p> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:2%"><font style="font-family:times new roman" size="2">Contributions made by us, net of Medicare Part D subsidies received in the U.S., are reported below as benefits paid. We may change the benefits at any time. We have elected to amortize the transition obligation over a 20-year period. The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans, follows: </font></p> <p style="font-size:10px;margin-top:0px;margin-bottom:0px"> </p> <p style="font-size:0px;margin-top:0px;margin-bottom:0px"> </p> <table cellspacing="0" cellpadding="0" width="70%" border="0" style="border-collapse:collapse; text-align: left"> <!-- Begin Table Head --> <tr> <td width="82%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="2"><b>Year Ended<br />December 31,</b></font></td> <td valign="bottom"><font size="1"> </font></td> </tr> <tr> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="2"><b>2011</b></font></td> <td valign="bottom"><font size="1"> </font></td> </tr> <!-- End Table Head --> <!-- Begin Table Body --> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Change in benefit obligations:</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Benefit obligation at beginning of period</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Service cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">0.3 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Interest cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">0.8 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Plan participants’ contributions</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Actuarial loss</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">3.9 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Benefits paid</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(1.2) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Loss due to exchange rate movements</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">0.1 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Acquisition of Diversey</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">81.2 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Plan Amendments</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(14.0) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Benefit obligation at end of period</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$71.1 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <tr> <td height="16"> </td> <td height="16" colspan="4"> </td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Change in plan assets:</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Fair value of plan assets at beginning of period</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Employer contribution</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">1.2 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Plan participants’ contribution</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Benefits paid</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(1.2) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Fair value of plan assets at end of period</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Net amount recognized:</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Funded status</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$(71.1) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <tr> <td height="16"> </td> <td height="16" colspan="4"> </td> </tr> <tr> <td valign="top"> <p style="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Net amount recognized in consolidated balance</font></p> <p style="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">sheets consists of:</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:2.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Current liability</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$(4.7) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:2.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Noncurrent liability</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(66.4) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Net amount recognized</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$(71.1) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <tr> <td valign="top"> <p style="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Amounts recognized in accumulated other</font></p> <p style="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">comprehensive income consist of:</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:2.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Net actuarial loss</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$3.9 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:2.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Prior service credit</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(13.9) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Total</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2"> $(10.0) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <!-- End Table Body --> </table> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>SEALED AIR CORPORATION AND SUBSIDIARIES </b></font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>Notes to Consolidated Financial Statements — (Continued) </b></font></p> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:4%" align="justify"><font style="font-family:times new roman" size="2">The accumulated post-retirement benefit obligations were determined using a weighted-average discount rate of 4.6% at December 31, 2011. The components of net periodic benefit cost for the three months ended December 31, 2011: </font></p> <p style="font-size:10px;margin-top:0px;margin-bottom:0px"> </p> <p style="font-size:0px;margin-top:0px;margin-bottom:0px"> </p> <table cellspacing="0" cellpadding="0" width="70%" border="0" style="border-collapse:collapse; text-align: left"> <!-- Begin Table Head --> <tr> <td width="79%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="2"><b>Three Months</b></font><br /><font style="font-family:times new roman" size="2"><b>Ended</b></font><br /><font style="font-family:times new roman" size="2"> <b>December 31,</b></font><br /><font style="font-family:times new roman" size="2"><b>2011</b></font></td> <td valign="bottom"><font size="1"> </font></td> </tr> <!-- End Table Head --> <!-- Begin Table Body --> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Service cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">$0.3 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Interest cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">0.8 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Amortization of net loss</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Amortization of prior service credit</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(0.1) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Curtailments, settlements and</font></p> <p style="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">special termination benefits</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">— </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td valign="bottom"> <p style="border-top:1px solid #000000"> </p> </td> <td> </td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Net periodic benefit cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2"> $1.0 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td valign="bottom"> <p style="border-top:3px double #000000"> </p> </td> <td> </td> </tr> <!-- End Table Body --> </table> <p style="margin-top:10px;margin-bottom:0px; text-indent:2%"><font style="font-family:times new roman" size="2">The amounts in accumulated other comprehensive income as of December 31, 2011 that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows: </font></p> <p style="font-size:10px;margin-top:0px;margin-bottom:0px"> </p> <p style="font-size:0px;margin-top:0px;margin-bottom:0px"> </p> <table cellspacing="0" cellpadding="0" width="100%" border="0" style="border-collapse:collapse; text-align: left" align="center"> <!-- Begin Table Head --> <tr> <td width="95%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> </tr> <!-- End Table Head --> <!-- Begin Table Body --> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Actuarial (gain) loss</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">—</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Prior service (credit) cost</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(0.9</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2">) </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Transition (asset) obligation</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">—</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <!-- End Table Body --> </table> <p style="margin-top:10px;margin-bottom:0px; margin-left:1%"><font style="font-family:times new roman" size="2"><b><i>Other Postretirement Benefit Plans – Legacy Sealed Air </i></b></font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:2%" align="justify"><font style="font-family:times new roman" size="2">We generally do not offer our employees postretirement benefits other than programs that are required by the foreign countries in which we operate. In the U.S., we offer a postretirement healthcare program that is fully funded by the participating retired employees, except as noted below. These programs are not material to our consolidated financial condition and results of operations. </font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:2%" align="justify"><font style="font-family:times new roman" size="2">Since March 31, 1998, we have offered to some U.S. employees of the Cryovac packaging business a fixed subsidy applicable to participation in our U.S. postretirement healthcare program. The accrued benefit liability associated with these subsidies amounted to $3 million at December 31, 2011 and 2010. The net periodic postretirement expense and credit components, together with other remaining postretirement healthcare plans, are not material to our consolidated financial statements. </font></p> <p style="margin-top:10px;margin-bottom:0px"><font style="font-family:times new roman" size="2"> <i>Healthcare Cost Trend Rates </i></font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:4%"><font style="font-family:times new roman" size="2">For the year ended December 31, 2011, healthcare cost trend rates were assumed to be 4% for international plans, 8% for U.S. plans in 2012 and decreasing to 5% by 2018, and 9% for Canadian plans in 2012 decreasing to 5% by 2018. The assumed healthcare cost trend rate has an effect on the amounts reported for the healthcare plans. A one percentage point change on assumed healthcare cost trend rates would have the following effect for the year ended December 31, 2011: </font></p> <p style="font-size:10px;margin-top:0px;margin-bottom:0px"> </p> <p style="font-size:0px;margin-top:0px;margin-bottom:0px"> </p> <table cellspacing="0" cellpadding="0" width="95%" border="0" style="border-collapse:collapse; text-align: left"> <!-- Begin Table Head --> <tr> <td width="75%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="9%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="1"><b><u>1%</u></b></font><br /><font style="font-family:times new roman" size="1"><b>Increase</b></font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="1"><b><u>1%</u></b></font><br /><font style="font-family:times new roman" size="1"><b>Decrease</b></font></td> <td valign="bottom"><font size="1"> </font></td> </tr> <!-- End Table Head --> <!-- Begin Table Body --> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Effect on total of service and interest cost components</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2"> $0.1 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2"> $(0.1) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">Effect on post-retirement benefit obligation</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">2.7 </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">(2.9) </font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <!-- End Table Body --> </table> <p style="margin-top:10px;margin-bottom:0px; text-indent:4%"><font style="font-family:times new roman" size="2">The amortization of any prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plan. </font></p> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>SEALED AIR CORPORATION AND SUBSIDIARIES </b></font></p> <p style="margin-top:0px;margin-bottom:0px" align="center"><font style="font-family:times new roman" size="2"><b>Notes to Consolidated Financial Statements — (Continued) </b></font></p> <p style="margin-top:0px;margin-bottom:0px"><font size="1"> </font></p> <p style="margin-top:0px;margin-bottom:0px; text-indent:4%"><font style="font-family:times new roman" size="2">Expected post-retirement benefits (net of Medicare Part D subsidies) for each of the next five years and succeeding five years are as follows: </font></p> <p style="font-size:10px;margin-top:0px;margin-bottom:0px"> </p> <p style="font-size:0px;margin-top:0px;margin-bottom:0px"> </p> <table cellspacing="0" cellpadding="0" width="100%" border="0" style="border-collapse:collapse; text-align: left" align="center"> <!-- Begin Table Head --> <tr> <td width="93%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom" nowrap="nowrap" style="border-bottom:1px solid #000000"> <p style="margin-top:0px;margin-bottom:1px"><font style="font-family:times new roman" size="1"><b>Year</b></font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000"><font style="font-family:times new roman" size="1"><b>Amount</b></font></td> <td valign="bottom"><font size="1"> </font></td> </tr> <!-- End Table Head --> <!-- Begin Table Body --> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2012</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">4.8</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2013</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">4.8</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2014</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">5.0</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2015</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">4.8</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2016</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2">4.6</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <tr> <td valign="top"> <p style="margin-left:1.00em; text-indent:-1.00em"><font style="font-family:times new roman" size="2">2017 — 2021</font></p> </td> <td valign="bottom"><font size="1"> </font></td> <td valign="bottom"><font style="font-family:times new roman" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family:times new roman" size="2"> 25.3</font></td> <td nowrap="nowrap" valign="bottom"><font style="font-family:times new roman" size="2"> </font></td> </tr> <!-- End Table Body --> </table> <p style="margin-top:10px;margin-bottom:0px"><font style="font-family:times new roman" size="2"><b> Other Employee Benefit Plans </b></font></p> <p style="margin-top:10px;margin-bottom:0px"><font style="font-family:times new roman" size="2"> <i>Discretionary Cash Profit-Sharing Plan – Legacy Diversey </i></font></p> <p style="margin-top:10px;margin-bottom:0px; text-indent:4%"><font style="font-family:times new roman" size="2">The legacy Diversey portion of the Company has a discretionary cash profit-sharing plan covering certain employees. Under the plan, we had no expense during the three months ended December 31, 2011. </font></p>

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

Note 16 Income Taxes

The components of earnings (loss) before income tax provision were as follows:


	2011			2010		2009
Domestic	$	(73.6	)	$	84.0	$	127.3
Foreign		289.7			259.4		202.6

Total	$	216.1		$	343.4	$	329.9

The components of the income tax provision were as follows:


	2011			2010			2009
Current tax expense:
Federal	$	37.0		$	22.1		$	35.8
State and local		5.9			5.6			7.1
Foreign		79.7			63.1			59.3

Total current		122.6			90.8			102.2

Deferred tax (benefit), expense:
Federal		(54.4	)		2.1			(4.6	)
State and local		(5.3	)		(2.1	)		(0.5	)
Foreign		4.1			(3.3	)		(11.5	)

Total deferred tax benefit		(55.6	)		(3.3	)		(16.6	)

Total provision	$	67.0		$	87.5		$	85.6

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Deferred tax assets (liabilities) consist of the following:


	December 31,
	2011			2010
Settlement agreement and related accrued interest(1)	$	383.8		$	367.9
Restructuring reserves		10.8			—
Accruals not yet deductible for tax purposes		72.5			17.0
Net operating loss carry forwards		124.5			33.9
Foreign, federal and state credits and investment tax allowances		130.2			9.2
Employee benefit items		145.0			57.2
Other		1.0			4.2

Gross deferred tax assets		867.8			489.4
Valuation allowance		(219.1	)		(43.1	)

Total deferred tax assets		648.7			446.3

Depreciation and amortization		(73.4	)		(48.2	)
Unremitted foreign earnings		(149.8	)		(47.1	)
Inventories		—			(4.7	)
Intangibles		(599.0	)		(20.2	)
Other		(14.9	)		(13.3	)

Total deferred tax liabilities		(837.1	)		(133.5	)

Net deferred tax (liabilities) assets	$	(188.4	)	$	312.8

(1)

This deferred tax asset reflects the cash portion of the Settlement agreement and related accrued interest and the fair market value of 18 million shares of our common stock at a post-split price of $17.86 per share based on the price when the Settlement agreement was reached in 2002. However, the value of this deferred tax asset will depend on the price of our common stock at the time it is issued under the Settlement agreement. See Note 17, “Commitments and Contingencies,” for further discussion.

In assessing the need for a valuation allowance, we estimate future taxable earnings, with consideration for the feasibility of ongoing planning strategies and the realizability of tax benefit carry forwards and past operating results, to determine which deferred tax assets are more likely than not to be realized in the future. Changes to tax laws, statutory tax rates and future taxable earnings can have an impact on valuation allowances related to deferred tax assets.

The increase in deferred tax assets is primarily attributable to the acquisition of Diversey. Net operating loss carry forwards relate to foreign net operating loss carry forwards of various Diversey foreign subsidiaries and Diversey state net operating loss carry forwards. The increase in tax credits and investment tax allowances primarily relate to Diversey tax credits in the U.S. and at various foreign subsidiaries. Substantially all of the increase in employee benefit items relate to non-U.S. pension obligations as well as equity and other deferred compensation due to current and former Diversey employees.

Based upon anticipated future results, we have concluded that it is more likely than not that we will realize the $868 million balance of deferred tax assets at December 31, 2011, net of the valuation allowance of $219 million. The valuation allowance primarily relates to the uncertainty of utilizing the following deferred tax assets: $409 million of foreign net operating loss carryforwards, or $110 million on a tax-effected basis, $104 million of foreign and federal tax credits, $908 million of state net operating loss carry forwards, or $42 million on a tax-effected basis, and $13 million of state tax credits. For the year ended December 31, 2011, the valuation allowance increased by $176 million due to $162 million related to the acquisition of Diversey, $3 million that was charged to the income tax provision and $11 million resulting from a net increase to deferred tax assets with a 100% valuation allowance. For the year ended December 31, 2010, the valuation allowance decreased by $4 million, which reduced the income tax provision. For the year ended December 31, 2009, the valuation allowance increased by $7 million, which increased the income tax provision.

As of December 31, 2011, we have foreign net operating loss carryforwards totaling $409 million that expire during the following calendar years (in millions): 2012 - $2; 2013 - $20; 2014 - $7; 2015 - $22; 2016 - $15; 2017 and beyond - $84; and no expiration - $259. The state net operating loss carryforwards totaling $908 million, expire in various amounts over one to 20 years.

As of December 31, 2011, we have foreign and federal foreign tax credit carryforwards and investment allowances totaling $108 million that expire during the following calendar years (in millions): 2015 - $8; 2016 - $20; 2017 and beyond - $60; and no expiration - $20. The state tax credit carryforwards, totaling $13 million, expire in various amounts over one to 20 years.

Net deferred income taxes charged (credited) to stockholders’ equity were $6 million in 2011, $(5) million in 2010 and $4 million in 2009.

The U.S. federal statutory corporate tax rate reconciles to our effective income tax rate as follows:


	2011		2010		2009
Statutory U.S. federal tax rate		35.0%		35.0%		35.0%
State income taxes, net of federal tax benefit		0.3		0.6		1.5
Foreign earnings taxed at lower effective rates		(6.3)		(9.2)		(8.7)
Nondeductible acquisition costs		2.5		—		—
U.S. domestic manufacturing deduction		(2.4)		(1.1)		(1.0)
Net change in unrecognized tax benefits		0.4		—		1.7
Other		1.5		0.2		(2.6)

Effective income tax rate		31.0%		25.5%		25.9%

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Unrecognized tax benefits

We are providing the following disclosures related to our unrecognized tax benefits and the effect on our effective income tax rate if recognized.


	Gross			Net
Unrecognized tax benefits at January 1, 2011	$	72.5		$	64.7
Additions relating to the acquisition of Diversey (included in other liabilities)		182.7			182.7
Additions for tax positions of prior years		2.7			2.7
Reductions for tax positions of prior years		(3.4	)		(3.4	)

Unrecognized tax benefits at December 31, 2011	$	254.5		$	246.7

If the unrecognized tax benefits at December 31, 2011 were recognized, our income tax provision would decrease by $201 million, resulting in a substantially lower effective tax rate. As described in Note 17, “Commitments and Contingencies,” in 2011 the Bankruptcy Court has taken various actions with respect to the PI Settlement Plan. Although we do not know whether or when a final plan of reorganization will become effective, it is reasonably possible that within the next 12 months our unrecognized tax benefit position will decrease because of recognizing a portion of the unrecognized tax benefits relating to the Settlement agreement.

We recognize interest and penalties related to unrecognized tax benefits in income tax provision on the consolidated statements of operations. We had a liability of approximately $4 million (of which $2 million represents penalties) at January 1, 2011 and a liability of $32 million (of which $15 million represents penalties) at December 31, 2011 for the payment of interest and penalties (before any tax benefit). In 2011, interest and penalties of $1.5 million (gross) ($1.5 million (net)) were recognized in connection with the related tax accruals for uncertainties in prior years. In addition, interest and penalties of $0.5 million (gross) ($0.5 million (net)) were reversed in connection with the related tax accruals for uncertainties in prior years.

Income Tax Returns

The Internal Revenue Service (the “Service”) has concluded its examination of the legacy Sealed Air U.S. federal income tax returns for all years through 2006. Examination of legacy Diversey U.S. federal income tax returns has also been substantially completed through 2006, but the Service could challenge the Diversey U.S. income tax losses carried forward to subsequent periods.

State income tax returns are generally subject to examination for a period of three to five years after their filing date. We have various state income tax returns in the process of examination.

Income tax returns in foreign jurisdictions have statutes of limitations generally ranging from three to five years after their filing date and except where still under examination or where we are litigating, we have generally concluded all other income tax matters globally for years through 2005. Our foreign income tax returns are under examination in various jurisdictions in which we conduct business and we are litigating certain issues in several jurisdictions. The statute of limitations for tax assessments will expire in many jurisdictions during 2012. It is reasonably possible there could be a reduction of approximately $20 million in unrecognized tax benefits during 2012.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 17 Commitments and Contingencies

Cryovac Transaction Commitments and Contingencies

Settlement Agreement and Related Costs

On November 27, 2002, we reached an agreement in principle with the Committees appointed to represent asbestos claimants in the bankruptcy case of W. R. Grace & Co., known as Grace, to resolve all current and future asbestos-related claims made against the Company and our affiliates in connection with the Cryovac transaction described below (as memorialized by the parties in the Settlement agreement and as approved by the Bankruptcy Court, the "Settlement agreement"). The Settlement agreement will also resolve the fraudulent transfer claims and successor liability claims, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies, in connection with the Cryovac transaction. On December 3, 2002, our Board of Directors approved the agreement in principle. We received notice that both of the Committees had approved the agreement in principle as of December 5, 2002. The parties subsequently signed the definitive Settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle. For a description of the Cryovac transaction, asbestos-related claims and the parties involved, see “Cryovac Transaction” “Discussion of Cryovac Transaction Commitments and Contingencies,” “Fresenius Claims,” “Canadian Claims” and “Additional Matters Related to the Cryovac Transaction" below.

We recorded a pre-tax charge of approximately $850 million as a result of the Settlement agreement on our consolidated statement of operations for the year ended December 31, 2002. The charge consisted of the following items:

•

a charge of $513 million covering a cash payment that we will be required to make under the Settlement agreement upon the effectiveness of an appropriate plan of reorganization in the Grace bankruptcy. Because we cannot predict when a plan of reorganization may become effective, we recorded this liability as a current liability on our consolidated balance sheet at December 31, 2002. Under the terms of the Settlement agreement, this amount accrues interest at a 5.5% annual rate from December 21, 2002 to the date of payment. We have recorded this interest in interest expense on our consolidated statements of operations and in Settlement agreement and related accrued interest on our consolidated balance sheets. The accrued interest, which is compounded annually, was $319 million at December 31, 2011 and $275 million at December 31, 2010.

•

a non-cash charge of $322 million representing the fair market value at the date we recorded the charge of nine million shares of Sealed Air common stock that we expect to issue under the Settlement agreement upon the effectiveness of an appropriate plan of reorganization in the Grace bankruptcy, which was adjusted to eighteen million shares due to our two-for-one stock split in March 2007. These shares are subject to customary anti-dilution provisions that adjust for the effects of stock splits, stock dividends and other events affecting our common stock. The fair market value of our common stock was $35.72 per pre-split share ($17.86 post-split) as of the close of business on December 5, 2002. We recorded this amount on our consolidated balance sheet at December 31, 2002 as follows: $0.9 million representing the aggregate par value of these shares of common stock reserved for issuance related to the Settlement agreement, and the remaining $321 million, representing the excess of the aggregate fair market value over the aggregate par value of these common shares, in additional paid-in capital. The diluted net earnings per common share calculations for the years ended December 31, 2011 and 2010 reflect the eighteen million shares of common stock that we have reserved for issuance related to the Settlement agreement.

•

$16 million of legal and related fees as of December 31, 2002.

Settlement agreement and related costs reflected legal and related fees for Settlement-related matters of $1 million in 2011 and in 2010 and $2 million in 2009, which are included in other expense, net, on our consolidated statements of operations.

Cryovac Transaction

On March 31, 1998, we completed a multi-step transaction that brought the Cryovac packaging business and the former Sealed Air Corporation’s business under the common ownership of the Company. These businesses operate as subsidiaries of the Company, and the Company acts as a holding company. As part of that transaction, the parties separated the Cryovac packaging business, which previously had been held by various direct and indirect subsidiaries of the Company, from the remaining businesses previously held by the Company. The parties then arranged for the contribution of these remaining businesses to a company now known as W. R. Grace & Co., and the Company distributed the Grace shares to the Company’s stockholders. As a result, W. R. Grace & Co. became a separate publicly owned company. The Company recapitalized its outstanding shares of common stock into a new common stock and a new convertible preferred stock. A subsidiary of the Company then merged into the former Sealed Air Corporation, which became a subsidiary of the Company and changed its name to Sealed Air Corporation (US).

Discussion of Cryovac Transaction Commitments and Contingencies

In connection with the Cryovac transaction, Grace and its subsidiaries retained all liabilities arising out of their operations before the Cryovac transaction, whether accruing or occurring before or after the Cryovac transaction, other than liabilities arising from or relating to Cryovac’s operations. Among the liabilities retained by Grace are liabilities relating to asbestos-containing products previously manufactured or sold by Grace’s subsidiaries prior to the Cryovac transaction, including its primary U.S. operating subsidiary, W. R. Grace & Co. — Conn., which has operated for decades and has been a subsidiary of Grace since the Cryovac transaction. The Cryovac transaction agreements provided that, should any claimant seek to hold the Company or any of its subsidiaries responsible for liabilities retained by Grace or its subsidiaries, including the asbestos-related liabilities, Grace and its subsidiaries would indemnify and defend us.

Since the beginning of 2000, we have been served with a number of lawsuits alleging that, as a result of the Cryovac transaction, we are responsible for alleged asbestos liabilities of Grace and its subsidiaries, some of which were also named as co-defendants in some of these actions. Among these lawsuits are several purported class actions and a number of personal injury lawsuits. Some plaintiffs seek damages for personal injury or wrongful death, while others seek medical monitoring, environmental remediation or remedies related to an attic insulation product. Neither the former Sealed Air Corporation nor Cryovac, Inc. ever produced or sold any of the asbestos-containing materials that are the subjects of these cases. None of these cases has reached resolution through judgment, settlement or otherwise. As discussed below, Grace’s Chapter 11 bankruptcy proceeding has stayed all of these cases.

While the allegations in these actions directed to us vary, these actions all appear to allege that the transfer of the Cryovac business as part of the Cryovac transaction was a fraudulent transfer or gave rise to successor liability. Under a theory of successor liability, plaintiffs with claims against Grace and its subsidiaries may attempt to hold us liable for liabilities that arose with respect to activities conducted prior to the Cryovac transaction by W. R. Grace & Co. — Conn. or other Grace subsidiaries. A transfer would be a fraudulent transfer if the transferor received less than reasonably equivalent value and the transferor was insolvent or was rendered insolvent by the transfer, was engaged or was about to engage in a business for which its assets constitute unreasonably small capital, or intended to incur or believed that it would incur debts beyond its ability to pay as they mature. A transfer may also be fraudulent if it was made with actual intent to hinder, delay or defraud creditors. If a court found any transfers in connection with the Cryovac transaction to be fraudulent transfers, we could be required to return the property or its value to the transferor or could be required to fund liabilities of Grace or its subsidiaries for the benefit of their creditors, including asbestos claimants. We have reached an agreement in principle and subsequently signed the Settlement agreement, described below, that is expected to resolve all these claims.

In the Joint Proxy Statement furnished to their respective stockholders in connection with the Cryovac transaction, both parties to the transaction stated that it was their belief that Grace and its subsidiaries were adequately capitalized and would be adequately capitalized after the Cryovac transaction and that none of the transfers contemplated to occur in the Cryovac transaction would be a fraudulent transfer. They also stated their belief that the Cryovac transaction complied with other relevant laws. However, if a court applying the relevant legal standards had reached conclusions adverse to us, these determinations could have had a materially adverse effect on our consolidated financial condition and results of operations.

On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). Grace stated that the filing was made in response to a sharply increasing number of asbestos claims since 1999.

In connection with its Chapter 11 filing, Grace filed an application with the Bankruptcy Court seeking to stay, among others, all actions brought against the Company and specified subsidiaries related to alleged asbestos liabilities of Grace and its subsidiaries or alleging fraudulent transfer claims. The court issued an order dated May 3, 2001, which was modified on January 22, 2002, under which the court stayed all the filed or pending asbestos actions against us and, upon filing and service on us, all future asbestos actions. No further proceedings involving us can occur in the actions that have been stayed except upon further order of the Bankruptcy Court.

Committees appointed to represent asbestos claimants in Grace’s bankruptcy case received the court’s permission to pursue fraudulent transfer and other claims against the Company and its subsidiary Cryovac, Inc., and against Fresenius, as discussed below. The claims against Fresenius are based upon a 1996 transaction between Fresenius and W. R. Grace & Co. — Conn. Fresenius is not affiliated with us. In March 2002, the court ordered that the issues of the solvency of Grace following the Cryovac transaction and whether Grace received reasonably equivalent value in the Cryovac transaction would be tried on behalf of all of Grace’s creditors. This proceeding was brought in the U.S. District Court for the District of Delaware (the “District Court”) (Adv. No. 02-02210).

In June 2002, the court permitted the U.S. government to intervene as a plaintiff in the fraudulent transfer proceeding, so that the U.S. government could pursue allegations that environmental remediation expenses were underestimated or omitted in the solvency analyses of Grace conducted at the time of the Cryovac transaction. The court also permitted Grace, which asserted that the Cryovac transaction was not a fraudulent transfer, to intervene in the proceeding. In July 2002, the court issued an interim ruling on the legal standards to be applied in the trial, holding, among other things, that, subject to specified limitations, post-1998 claims should be considered in the solvency analysis of Grace. We believe that only claims and liabilities that were known, or reasonably should have been known, at the time of the 1998 Cryovac transaction should be considered under the applicable standard.

With the fraudulent transfer trial set to commence on December 9, 2002, on November 27, 2002, we reached an agreement in principle with the Committees prosecuting the claims against the Company and Cryovac, Inc., to resolve all current and future asbestos-related claims arising from the Cryovac transaction. On the same day, the court entered an order confirming that the parties had reached an amicable resolution of the disputes among the parties and that counsel for us and the Committees had agreed and bound the parties to the terms of the agreement in principle. As discussed above, the agreement in principle called for payment of nine million shares of our common stock and $513 million in cash, plus interest on the cash payment at a 5.5% annual rate starting on December 21, 2002 and ending on the effective date of an appropriate plan of reorganization in the Grace bankruptcy, when we are required to make the payment. These shares are subject to customary anti-dilution provisions that adjust for the effects of stock splits, stock dividends and other events affecting our common stock, and as a result, the number of shares of our common stock that we will issue increased to eighteen million shares upon the two-for-one stock split in March 2007. On December 3, 2002, the Company's Board of Directors approved the agreement in principle. We received notice that both of the Committees had approved the agreement in principle as of December 5, 2002. The parties subsequently signed the definitive Settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle. On November 26, 2003, the parties jointly presented the definitive Settlement agreement to the District Court for approval. On Grace’s motion to the District Court, that court transferred the motion to approve the Settlement agreement to the Bankruptcy Court for disposition.

On June 27, 2005, the Bankruptcy Court signed an order approving the Settlement agreement. Although Grace is not a party to the Settlement agreement, under the terms of the order, Grace is directed to comply with the Settlement agreement subject to limited exceptions. The order also provides that the Court will retain jurisdiction over any dispute involving the interpretation or enforcement of the terms and provisions of the Settlement agreement. We expect that the Settlement agreement will become effective upon Grace’s emergence from bankruptcy pursuant to a plan of reorganization that is consistent with the terms of the Settlement agreement.

On June 8, 2004, we filed a motion with the District Court, where the fraudulent transfer trial was pending, requesting that the court vacate the July 2002 interim ruling on the legal standards to be applied relating to the fraudulent transfer claims against us. We were not challenging the Settlement agreement. The motion was filed as a protective measure in the event that the Settlement agreement is ultimately not approved or implemented; however, we still expect that the Settlement agreement will become effective upon Grace’s emergence from bankruptcy with a plan of reorganization that is consistent with the terms of the Settlement agreement.

On July 11, 2005, the Bankruptcy Court entered an order closing the proceeding brought in 2002 by the committees appointed to represent asbestos claimants in the Grace bankruptcy proceeding against us without prejudice to our right to reopen the matter and renew in our sole discretion our motion to vacate the July 2002 interim ruling on the legal standards to be applied relating to the fraudulent transfer claims against us.

As a condition to our obligation to make the payments required by the Settlement agreement, any final plan of reorganization must be consistent with the terms of the Settlement agreement, including provisions for the trusts and releases referred to below and for an injunction barring the prosecution of any asbestos-related claims against us. The Settlement agreement provides that, upon the effective date of the final plan of reorganization and payment of the shares and cash, all present and future asbestos-related claims against us that arise from alleged asbestos liabilities of Grace and its affiliates (including former affiliates that became our affiliates through the Cryovac transaction) will be channeled to and become the responsibility of one or more trusts to be established under Section 524(g) of the Bankruptcy Code as part of a final plan of reorganization in the Grace bankruptcy. The Settlement agreement will also resolve all fraudulent transfer claims against us arising from the Cryovac transaction as well as the Fresenius claims described below. The Settlement agreement provides that we will receive releases of all those claims upon payment. Under the agreement, we cannot seek indemnity from Grace for our payments required by the Settlement agreement. The order approving the Settlement agreement also provides that the stay of proceedings involving us described above will continue through the effective date of the final plan of reorganization, after which, upon implementation of the Settlement agreement, we will be released from the liabilities asserted in those proceedings and their continued prosecution against us will be enjoined.

In January 2005, Grace filed a proposed plan of reorganization (the “Grace Plan”) with the Bankruptcy Court. There were a number of objections filed. The Official Committee of Asbestos Personal Injury Claimants (the “ACC”) and the Asbestos PI Future Claimants' Representative (the “FCR”) filed their proposed plan of reorganization (the “Claimants’ Plan”) with the Bankruptcy Court in November 2007. On April 7, 2008, Grace issued a press release announcing that Grace, the ACC, the FCR, and the Official Committee of Equity Security Holders (the “Equity Committee”) had reached an agreement in principle to settle all present and future asbestos-related personal injury claims against Grace (the “PI Settlement”) and disclosed a term sheet outlining certain terms of the PI Settlement and for a contemplated plan of reorganization that would incorporate the PI Settlement (as filed and amended from time to time, the “PI Settlement Plan”).

On September 19, 2008, Grace, the ACC, the FCR, and the Equity Committee filed, as co-proponents, the PI Settlement Plan and several exhibits and associated documents, including a disclosure statement (as filed and amended from time to time, the "PI Settlement Disclosure Statement"), with the Bankruptcy Court. Amended versions of the PI Settlement Plan and the PI Settlement Disclosure Statement have been filed with the Bankruptcy Court from time to time. The PI Settlement Plan, which supersedes each of the Grace Plan and the Claimants' Plan, remains pending and has not become effective. The committee representing general unsecured creditors and the Official Committee of Asbestos Property Damage Claimants are not co-proponents of the PI Settlement Plan. As filed, the PI Settlement Plan would provide for the establishment of two asbestos trusts under Section 524(g) of the United States Bankruptcy Code to which present and future asbestos-related claims would be channeled. The PI Settlement Plan also contemplates that the terms of the Settlement agreement will be incorporated into the PI Settlement Plan and that we will pay the amount contemplated by the Settlement agreement. On March 9, 2009, the Bankruptcy Court entered an order approving the PI Settlement Disclosure Statement (the "DS Order") as containing adequate information and authorizing Grace to solicit votes to accept or reject the PI Settlement Plan, all as more fully described in the order. The DS Order did not constitute the Bankruptcy Court’s confirmation of the PI Settlement Plan, approval of the merits of the PI Settlement Plan, or endorsement of the PI Settlement Plan. In connection with the plan voting process in the Grace bankruptcy case, we voted in favor of the PI Settlement Plan that was before the Bankruptcy Court. We will continue to review any amendments to the PI Settlement Plan on an ongoing basis to verify compliance with the Settlement agreement.

On June 8, 2009, a senior manager with the voting agent appointed in the Grace bankruptcy case filed a declaration with the Bankruptcy Court certifying the voting results with respect to the PI Settlement Plan. This declaration was amended on August 5, 2009 (as amended, the “Voting Declaration”). According to the Voting Declaration, with respect to each class of claims designated as impaired by Grace, the PI Settlement Plan was approved by holders of at least two-thirds in amount and more than one-half in number (or for classes voting for purposes of Section 524(g) of the Bankruptcy Code, at least 75% in number) of voted claims. The Voting Declaration also discusses the voting results with respect to holders of general unsecured claims (“GUCs”) against Grace, whose votes were provisionally solicited and counted subject to a determination by the Bankruptcy Court of whether GUCs are impaired (and, thus, entitled to vote) or, as Grace contends, unimpaired (and, thus, not entitled to vote). According to the Voting Declaration, more than one half of voting holders of GUCs voted to accept the PI Settlement Plan, but the provisional vote did not obtain the requisite two-thirds dollar amount to be deemed an accepting class in the event that GUCs are determined to be impaired. To the extent that GUCs are determined to be an impaired non-accepting class, Grace and the other plan proponents have indicated that they would nevertheless seek confirmation of the PI Settlement Plan under the "cram down" provisions contained in Section 1129(b) of the Bankruptcy Code.

On January 31, 2011, the Bankruptcy Court entered a memorandum opinion (as amended, the “Bankruptcy Court Opinion”) overruling certain objections to the PI Settlement Plan and finding, among other things, that GUCs are not impaired under the PI Settlement Plan. On the same date, the Bankruptcy Court entered an order regarding confirmation of the PI Settlement Plan (as amended, the “Bankruptcy Court Confirmation Order”). As entered on January 31, 2011, the Bankruptcy Court Confirmation Order contained recommended findings of fact and conclusions of law, and recommended that the District Court approve the Bankruptcy Court Confirmation Order, and that the District Court confirm the PI Settlement Plan and issue a channeling injunction under Section 524(g) of the Bankruptcy Code. Thereafter, on February 15, 2011, the Bankruptcy Court issued an order clarifying the Bankruptcy Court Opinion and the Bankruptcy Court Confirmation Order (the “Clarifying Order”). Among other things, the Clarifying Order provided that any references in the Bankruptcy Court Opinion and the Bankruptcy Court Confirmation Order to a recommendation that the District Court confirm the PI Settlement Plan were thereby amended to make clear that the PI Settlement Plan was confirmed and that the Bankruptcy Court was requesting that the District Court issue and affirm the Bankruptcy Court Confirmation Order including the injunction under Section 524(g) of the Bankruptcy Code. On March 11, 2011, the Bankruptcy Court entered an order granting in part and denying in part a motion to reconsider the Bankruptcy Court Opinion filed by BNSF Railway Company (the “March 11 Order”). Among other things, the March 11 Order amended the Bankruptcy Court Opinion to clarify certain matters relating to objections to the PI Settlement Plan filed by BNSF.

Various parties appealed or otherwise challenged the Bankruptcy Court Opinion and the Bankruptcy Court Confirmation Order, including without limitation with respect to issues relating to releases and injunctions contained in the PI Settlement Plan. On June 28 and 29, 2011, the District Court heard oral arguments in connection with appeals of the Bankruptcy Court Opinion and the Bankruptcy Court Confirmation Order. On January 30, 2012, the District Court issued a memorandum opinion (the “District Court Opinion”) and confirmation order (the “District Court Confirmation Order”) overruling all objections to the PI Settlement Plan and confirming the PI Settlement Plan in its entirety (including the issuance of the injunction under Section 524(g) of the Bankruptcy Code). On February 2, 2012, Garlock Sealing Technologies LLC (“Garlock”) filed a motion (the “Garlock Reargument Motion”) with the District Court requesting that the District Court grant reargument, rehearing, or otherwise amend the District Court Opinion and the District Court Confirmation Order insofar as they overrule Garlock’s objections to the PI Settlement Plan. On February 13, 2012, the Company, Cryovac, and Fresenius Medical Care Holdings, Inc. filed a joint motion (the “Sealed Air/Fresenius Motion”) with the District Court. The Sealed Air/Fresenius Motion does not seek to disturb confirmation of the PI Settlement Plan but requests that the District Court amend and clarify certain matters in the District Court Opinion and the District Court Confirmation Order. Also on February 13, 2012, Grace and the other proponents of the PI Settlement Plan filed a motion (the “Plan Proponents' Motion”) with the District Court requesting certain of the same amendments and clarifications sought by the Sealed Air/Fresenius Motion. On February 27, 2012, certain asbestos claimants known as the “Libby Claimants” filed a response to the Sealed Air/Fresenius Motion and the Plan Proponents’ Motion (the “Libby Response”). The Libby Response does not oppose the Sealed Air/Fresenius Motion or the Plan Proponents’ Motion but indicates, among other things, that: (a) the Libby Claimants have reached a settlement in principle of their objections to the PI Settlement Plan but that this settlement has not become effective and (b) the Libby Claimants reserve their rights with respect to the PI Settlement Plan pending the effectiveness of the Libby Claimants’ settlement. In addition, parties have appealed the District Court Opinion and the District Court Confirmation Order to the United States Court of Appeals for the Third Circuit (the “Third Circuit Court of Appeals”). By orders dated February 23, 2012, the Third Circuit Court of Appeals stayed appeals of the District Court Opinion and the District Court Confirmation Order pending disposition of motions filed in the District Court with respect to the District Court Opinion and the District Court Confirmation Order. The District Court has not ruled on the Garlock Reargument Motion, the Sealed Air/Fresenius Motion, or the Plan Proponents’ Motion. In addition, on February 27, 2012, Garlock filed a motion (the “Garlock Stay Motion”) requesting that the District Court stay the District Court Opinion and the District Court Confirmation Order until the later of 14 days after the disposition of the Garlock Reargument Motion or disposition of any timely appeal by Garlock of the District Court Opinion and the District Court Confirmation Order. The District Court has not ruled on the Garlock Stay Motion.

Although we are optimistic that, if it were to become effective, the PI Settlement Plan would implement the terms of the Settlement agreement, we can give no assurance that this will be the case notwithstanding the confirmation of the PI Settlement Plan by the Bankruptcy Court and the District Court. The terms of the PI Settlement Plan remain subject to amendment. Moreover, the PI Settlement Plan is subject to the satisfaction of a number of conditions which are more fully set forth in the PI Settlement Plan and include, without limitation, the availability of exit financing and the approval of the PI Settlement Plan becoming final and no longer subject to appeal. Parties have appealed the District Court Confirmation Order to the Third Circuit Court of Appeals or otherwise challenged the District Court Opinion and the District Court Confirmation Order. Matters relating to the PI Settlement Plan, the Bankruptcy and District Court Opinions, and the Bankruptcy and District Court Confirmation Orders may be subject to further appeal, challenge, and proceedings before the District Court, the Third Circuit Court of Appeals, or other courts. Parties may designate various issues to be considered in challenging the PI Settlement Plan, the Bankruptcy and District Court Opinions, or the Bankruptcy and District Court Confirmation Orders, including, without limitation, issues relating to releases and injunctions contained in the PI Settlement Plan.

While the Bankruptcy Court and the District Court have confirmed the PI Settlement Plan, we do not know whether or when the Third Circuit Court of Appeals will affirm the District Court Confirmation Order or the District Court Opinion, whether or when the Bankruptcy and District Court Opinions or the Bankruptcy and District Court Confirmation Orders will become final and no longer subject to appeal, or whether or when a final plan of reorganization (whether the PI Settlement Plan or another plan of reorganization) will become effective. Assuming that a final plan of reorganization (whether the PI Settlement Plan or another plan of reorganization) is confirmed by the Bankruptcy Court and the District Court, and does become effective, we do not know whether the final plan of reorganization will be consistent with the terms of the Settlement agreement or if the other conditions to our obligation to pay the Settlement agreement amount will be met. If these conditions are not satisfied or not waived by us, we will not be obligated to pay the amount contemplated by the Settlement agreement. However, if we do not pay the Settlement agreement amount, we will not be released from the various asbestos related, fraudulent transfer, successor liability, and indemnification claims made against us and all of these claims would remain pending and would have to be resolved through other means, such as through agreement on alternative settlement terms or trials. In that case, we could face liabilities that are significantly different from our obligations under the Settlement agreement. We cannot estimate at this time what those differences or their magnitude may be. In the event these liabilities are materially larger than the current existing obligations, they could have a material adverse effect on our consolidated financial condition and results of operations. We will continue to review the Grace bankruptcy proceedings (including appeals and other proceedings relating to the PI Settlement Plan, the Bankruptcy and District Court Opinions, and the Bankruptcy and District Court Confirmation Orders), as well as any amendments or changes to the PI Settlement Plan or to Bankruptcy and District Court Opinions and Confirmation Orders, to verify compliance with the Settlement agreement.

Fresenius Claims

In January 2002, we filed a declaratory judgment action against Fresenius Medical Care Holdings, Inc., its parent, Fresenius AG, a German company, and specified affiliates in New York State court asking the court to resolve a contract dispute between the parties. The Fresenius parties contended that we were obligated to indemnify them for liabilities that they might incur as a result of the 1996 Fresenius transaction mentioned above. The Fresenius parties’ contention was based on their interpretation of the agreements between them and W. R. Grace & Co. — Conn. in connection with the 1996 Fresenius transaction. In February 2002, the Fresenius parties announced that they had accrued a charge of $172 million for these potential liabilities, which included pre-transaction tax liabilities of Grace and the costs of defense of litigation arising from Grace’s Chapter 11 filing. We believe that we were not responsible to indemnify the Fresenius parties under the 1996 agreements and filed the action to proceed to a resolution of the Fresenius parties’ claims. In April 2002, the Fresenius parties filed a motion to dismiss the action and for entry of declaratory relief in its favor. We opposed the motion, and in July 2003, the court denied the motion without prejudice in view of the November 27, 2002 agreement in principle referred to above. As noted above, under the Settlement agreement, we and the Fresenius parties will exchange mutual releases, which will release us from any and all claims related to the 1996 Fresenius transaction.

Canadian Claims

In November 2004, the Company’s Canadian subsidiary Sealed Air (Canada) Co./Cie learned that it had been named a defendant in the case of Thundersky v. The Attorney General of Canada, et al. (File No. CI04-01-39818), pending in the Manitoba Court of Queen's Bench. Grace and W. R. Grace & Co. — Conn. are also named as defendants. The plaintiff brought the claim as a putative class proceeding and seeks recovery for alleged injuries suffered by any Canadian resident, other than in the course of employment, as a result of Grace’s marketing, selling, processing, manufacturing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac Transaction. A plaintiff filed another proceeding in January 2005 in the Manitoba Court of Queen’s Bench naming the Company and specified subsidiaries as defendants. The latter proceeding, Her Majesty the Queen in Right of the Province of Manitoba v. The Attorney General of Canada, et al. (File No. CI05-01-41069), seeks the recovery of the cost of insured health services allegedly provided by the Government of Manitoba to the members of the class of plaintiffs in the Thundersky proceeding. In October 2005, we learned that six additional putative class proceedings had been brought in various provincial and federal courts in Canada seeking recovery from the Company and its subsidiaries Cryovac, Inc. and Sealed Air (Canada) Co./Cie, as well as other defendants including W. R. Grace & Co. and W. R. Grace & Co. — Conn., for alleged injuries suffered by any Canadian resident, other than in the course of employment (except with respect to one of these six claims), as a result of Grace's marketing, selling, manufacturing, processing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac transaction. Grace and W. R. Grace & Co. — Conn. have agreed to defend, indemnify and hold harmless the Company and its affiliates in respect of any liability and expense, including legal fees and costs, in these actions.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

In April 2001, Grace Canada, Inc. had obtained an order of the Superior Court of Justice, Commercial List, Toronto (the “Canadian Court”), recognizing the Chapter 11 actions in the United States of America involving Grace Canada, Inc.’s U.S. parent corporation and other affiliates of Grace Canada, Inc., and enjoining all new actions and staying all current proceedings against Grace Canada, Inc. related to asbestos under the Companies' Creditors Arrangement Act. That order has been renewed repeatedly. In November 2005, upon motion by Grace Canada, Inc., the Canadian Court ordered an extension of the injunction and stay to actions involving asbestos against the Company and its Canadian affiliate and the Attorney General of Canada, which had the effect of staying all of the Canadian actions referred to above. The parties finalized a global settlement of these Canadian actions (except for claims against the Canadian government). That settlement, which has subsequently been amended (the “Canadian Settlement”), will be entirely funded by Grace. The Canadian Court issued an Order on December 13, 2009 approving the Canadian Settlement. We do not have any positive obligations under the Canadian Settlement, but we are a beneficiary of the release of claims. The release in favor of the Grace parties (including us) will become operative upon the effective date of a plan of reorganization in Grace's United States Chapter 11 bankruptcy proceeding. As filed, the PI Settlement Plan contemplates that the claims released under the Canadian Settlement will be subject to injunctions under Section 524(g) of the Bankruptcy Code. As indicated above, the Bankruptcy Court entered the Bankruptcy Court Confirmation Order on January 31, 2011 and the Clarifying Order on February 15, 2011 and the District Court entered the District Court Confirmation Order on January 30, 2012. The Canadian Court issued an Order on April 8, 2011 recognizing and giving full effect to the Bankruptcy Court's Confirmation Order in all provinces and territories of Canada in accordance with the Confirmation Order's terms. Notwithstanding the foregoing, the PI Settlement Plan has not become effective, and we can give no assurance that the PI Settlement Plan (or any other plan of reorganization) will become effective. Assuming that a final plan of reorganization (whether the PI Settlement Plan or another plan of reorganization) does become effective, if the final plan of reorganization does not incorporate the terms of the Canadian Settlement or if the Canadian courts refuse to enforce the final plan of reorganization in the Canadian courts, and if in addition Grace is unwilling or unable to defend and indemnify the Company and its subsidiaries in these cases, then we could be required to pay substantial damages, which we cannot estimate at this time and which could have a material adverse effect on our consolidated financial condition and results of operations.

Additional Matters Related to the Cryovac Transaction

In view of Grace's Chapter 11 filing, we may receive additional claims asserting that we are liable for obligations that Grace had agreed to retain in the Cryovac transaction and for which we may be contingently liable. To date, we are not aware of any material claims having been asserted or threatened against us.

Final determinations and accountings under the Cryovac transaction agreements with respect to matters pertaining to the transaction had not been completed at the time of Grace’s Chapter 11 filing in 2001. We have filed claims in the bankruptcy proceeding that reflect the costs and liabilities that we have incurred or may incur that Grace and its affiliates agreed to retain or that are subject to indemnification by Grace and its affiliates under the Cryovac transaction agreements, other than payments to be made under the Settlement agreement. Grace has alleged that we are responsible for specified amounts under the Cryovac transaction agreements. Subject to the terms of the Settlement agreement, amounts for which we may be liable to Grace may be used to offset the liabilities of Grace and its affiliates to us. We intend to seek indemnification by Grace and its affiliates to the extent permissible under law, the Settlement agreement, and the Cryovac transaction agreements. Except to the extent of any potential setoff or similar claim, we expect that our claims will be as an unsecured creditor of Grace. Since portions of our claims against Grace and its affiliates are contingent or unliquidated, we cannot determine the amount of our claims, the extent to which these claims may be reduced by setoff, how much of the claims may be allowed, or the amount of our recovery on these claims, if any, in the bankruptcy proceeding.

Environmental Matters

We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures.

Other Principal Contractual Obligations

At December 31, 2011, we had principal contractual obligations, which included agreements to purchase an estimated amount of goods, including raw materials, or services in the normal course of business, aggregating to approximately $253 million. The estimated future cash outlays are as follows:


Year	Amount
2012	$	138.8
2013		78.3
2014		20.7
2015		13.8
2016		1.7

Total	$	253.3

Leases

We are obligated under the terms of various leases covering primarily warehouse and office facilities and production equipment, as well as smaller manufacturing sites that we occupy. We account for the majority of our leases as operating leases, which may include purchase or renewal options. At December 31, 2011, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows:


Year	Amount
2012	$	81.8
2013		57.2
2014		37.5
2015		24.8
2016		17.3
Thereafter		40.3

Total	$	258.9

Net rental expense was $53 million in 2011, $35 million in 2010 and $42 million in 2009.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 18 Stockholders’ Equity

Dividends

The following table shows our total cash dividends paid in the three years ended December 31, 2011.


	Total Cash Dividends Paid			Total Cash Dividends Paid per Common Share
2009		$	75.7	$	0.48
2010			79.7		0.50
2011			87.4		0.52

Total		$	242.8

On February 16, 2012, our Board of Directors declared a quarterly cash dividend of $0.13 per common share payable on March 16, 2012 to stockholders of record at the close of business on March 2, 2012. The estimated amount of this dividend payment is $25 million based on 192 million shares of our common stock issued and outstanding as of January 31, 2012.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our consolidated balance sheets. Our new Credit Facility and the Notes contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.

Information about the SARs issued in connection with the Diversey acquisition is included in Note 3, “Acquisition of Diversey Holdings, Inc.’’

Common Stock

The following is a summary of changes during the three years ended December 31, 2011 in shares of our common stock:


	2011		2010			2009
Changes in common stock:
Number of shares, beginning of year		169,272,636		168,749,681			168,111,815

Shares issued as part of the consideration for the Diversey acquisition		31,699,946		—			—
Restricted stock shares awarded for 2009 Two-Year PSU awards		1,114,139		—			—
Restricted stock shares issued for new awards under the 2005 Contingent Stock Plan		308,650		403,360			516,650
Shares granted and issued under the Directors Stock Plan		18,630		12,500			16,289
Restricted stock shares and units issued for SLO awards		24,515		12,895			3,627
Shares issued for vested restricted stock units		90,100		94,200			101,300

Number of shares issued, end of year		202,528,616		169,272,636			168,749,681

Changes in common stock in treasury:
Number of shares held, beginning of year		9,967,129		9,811,507			10,229,288
Purchase of shares during the period		—		429,458			—
Profit sharing contribution partially paid in stock		—		(346,362	)		(535,000	)
Restricted stock repurchased, withheld or forfeited		499,302		72,526			117,219

Number of shares held, end of year		10,466,431		9,967,129			9,811,507

2005 Contingent Stock Plan

The 2005 Contingent Stock Plan is our sole long-term equity compensation program for officers and employees. The 2005 Contingent Stock Plan provides for awards of equity-based compensation, including restricted stock, restricted stock units, performance share units and cash awards measured by share price, to our executive officers and other key employees, as well as U.S.-based key consultants. During the three years ended December 31, 2011, under the 2005 Contingent Stock Plan, we granted restricted stock, restricted stock units and cash awards, in addition to the SLO and PSU awards described below. An employee or consultant selected by the Organization and Compensation Committee of our Board of Directors to receive an award may accept the award during the period specified by us, provided the participant’s relationship to us has not changed.

Awards made under the 2005 Contingent Stock Plan are restricted as to disposition by the holders for a period of at least three years after award, except for SLO and PSU awards, which are described below. In the event of termination of employment of a participant before lapse of the restriction, the awards under the 2005 Contingent Stock Plan are forfeited on the date of termination unless (i) the termination results from the participant’s death or permanent and total disability, or (ii) the Compensation Committee affirmatively determines not to seek forfeiture of the award in whole or in part. The forfeiture provision of the 2005 Contingent Stock Plan expires upon vesting of the awards, except that these provisions of the 2005 Contingent Stock Plan lapse sooner upon certain terminations of employment following a change in control.

Amended 2005 Contingent Stock Plan

The amended 2005 Contingent Stock Plan, which was approved by our stockholders in 2008, provides for the issuance of a total of 12 million shares of common stock for awards under the 2005 Contingent Stock Plan, which was last approved by our stockholders in May 2011, and accommodates awards to be made under our executive compensation program adopted in the first half of 2008.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Under our executive compensation program, we have the ability to grant to our executive officers and a small number of other key executives (1) stock leverage opportunity awards, known as SLO awards, as part of our annual incentive plan and (2) annual performance share unit awards, known as PSU awards, as part of our long term incentive program. Other employees are eligible to receive awards of restricted stock, restricted stock units and cash awards as long term incentive compensation under the 2005 Contingent Stock Plan. Our executive officers and other key executives may also receive awards of restricted stock or restricted stock units from time to time.

For both restricted stock awards and units, we record compensation expense in marketing, administrative and development expenses on the consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of our common stock at the award grant date. For cash awards, we record a liability, which is reflected in other liabilities on the consolidated balance sheets, and record compensation expense based on the fair value of the award at the end of each reporting period. The amount of the liability for cash awards is re-measured at each reporting period based on the then current stock price and the effects of the stock price changes are recognized as compensation expense. At December 31, 2011, the liability related to cash awards was $0.5 million.

The following tables show the details of the non-vested awards under the 2005 Contingent Stock Plan, excluding SLO and PSU awards.


Non-vested Restricted Stock Shares Awards	2011			Weighted- Average per Share Market Value on Grant Date
Number of non-vested restricted stock shares, beginning of year		1,188,346		$	19.78
Restricted stock shares issued for new awards during the year		308,650			25.30
Restricted stock shares vested during the year		(271,936	)		23.45
Restricted stock shares forfeited during the year		(41,400	)		17.44

Number of non-vested restricted stock shares, end of year		1,183,660		$	20.45

The non-vested restricted stock shares included above had a weighted-average remaining contractual life of approximately 1.3 years at December 31, 2011.


Non-vested Restricted Stock Units Awards	2011			Weighted- Average per Share Market Value on Grant Date
Number of non-vested restricted stock units, beginning of year		301,950		$	20.13
Restricted stock units issued for new awards during the year		133,650			24.40
Restricted stock units vested during the year		(90,100	)		22.51
Restricted stock units forfeited during the year		(3,500	)		20.37

Number of non-vested restricted stock units, end of year		342,000		$	21.17

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 1.5 years at December 31, 2011.


Non-vested Cash Awards	2011
Number of non-vested cash awards, beginning of year		51,000
Cash awards issued for new awards during the year		30,550
Cash awards vested during the year		(22,200	)
Cash awards forfeited during the year		(1,300	)

Number of non-vested cash awards, end of year		58,050

The non-vested cash awards included above had a weighted-average remaining contractual life of approximately 1.7 years at December 31, 2011.

The 2005 Contingent Stock Plan permits withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.

A summary of the changes in common shares available for awards under the 2005 Contingent Stock Plan follows:


	2011(1)			2010(1)			2009(1)
Number of shares available, beginning of year		4,997,297			5,578,005			6,078,597
Additional restricted stock shares available due to 2011 amendment to the 2005 Contingent Stock Plan		4,000,000			—			—
Restricted stock shares issued for new awards		(308,650	)		(403,360	)		(516,650	)
Restricted stock units awarded		(133,650	)		(115,150	)		(106,200	)
Restricted stock shares issued for SLO awards		(6,080	)		(12,895	)		(3,627	)
Restricted stock units awarded for SLO awards		(28,516	)		(134,329	)		(11,034	)
Restricted stock shares awarded for 2009 Two-Year PSU awards		(1,114,139	)		—			—
Restricted stock shares forfeited		41,400			19,133			38,431
Restricted stock units forfeited		3,500			12,500			19,700
Restricted stock shares withheld for taxes		457,902			53,393			78,788

Number of shares available, end of year		7,909,064			4,997,297			5,578,005

Weighted average per share market value of awards on grant date	$	24.93		$	21.46		$	16.33

(1)	The SLO and PSU awards are discussed below.

Directors Stock Plan

Non-cash compensation included on the consolidated statements of stockholders’ equity includes expense associated with shares issued to non-employee directors in the form of awards under our 2002 Stock Plan for Non-Employee Directors, which our stockholders approved at the 2002 annual meeting. In May 2011, our stockholders approved an amendment to the 2002 Directors Stock Plan increasing the number of shares of common stock reserved for issuance under the plan by 0.2 million shares to a total of 0.4 million shares.

The 2002 Directors Stock Plan provides for annual grants of shares to non-employee directors, and interim grants of shares to eligible directors elected at times other than at an annual meeting, as all or part of the annual or interim retainer fees for non-employee directors. Shares previously granted under the plan were granted at a price equal to the par value of the shares; however, the plan was amended in December 2008 to eliminate the cash payment of the par value for future grants. During 2002, we adopted a plan that permits non-employee directors to elect to defer all or part of their annual retainer until the non-employee director retires from the Board of Directors. The non-employee director can elect to defer the portion of the annual retainer payable in shares of stock. If a non-employee director makes this election, the non-employee director may also elect to defer the portion, if any, of the annual retainer payable in cash. Cash dividends on deferred shares are credited to the non-employee director’s deferred cash account on the applicable dividend payment date. We record the excess of fair value over the price at which shares are issued under this plan in marketing, administrative and development expenses on the consolidated statements of operations, and this expense was $0.7 million in 2011 and $0.5 million in 2010 and 2009.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

A summary of the changes in shares available for the 2002 Directors Stock Plan follows:


	2011			2010			2009
Number of shares available, beginning of year		49,548			74,120			97,390
Additional shares available due to 2011 amendment to the Directors Stock Plan		200,000			—			—
Shares granted and issued		(18,630	)		(12,500	)		(16,289	)
Shares granted and deferred		(7,762	)		(12,072	)		(6,981	)

Number of shares available, end of year		223,156			49,548			74,120

Weighted average per share market value of stock on grant date	$	25.77		$	21.72		$	19.34

Other Common Stock Issuances

We have historically issued shares of our common stock under our 2005 Contingent Stock Plan to selected U.S.-based consultants as compensation under consulting agreements for research and development projects. We record the cost associated with these issuances on a straight-line basis based on each of the issuances’ vesting schedule. Amortization expense related to these issuances was immaterial in each of the three years ended December 31, 2011.

Share-based Incentive Compensation

We record share-based incentive compensation expense in marketing, administrative and development expenses on our consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of the share-based incentive compensation awards at the date of grant. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. For the 2011 three-year PSU awards, 2010 three-year PSU awards and the 2009 three-year PSU awards, to the extent the expected performance against the targets has improved or worsened, the cumulative amount accrued to date is adjusted up or down. These share-based incentive compensation programs are described in more detail below.

The table below shows our total share-based incentive compensation expense.


	2011			2010		2009
2011 Three-year PSU Awards	$	3.0		$	—	$	—
2010 Three-year PSU Awards		6.0			3.0		—
2009 Two-year PSU Awards		(0.7	)		10.4		14.1
2009 Three-year PSU Awards		7.4			7.0		9.4
SLO Awards		0.3			1.0		2.9
Other long-term share-based incentive compensation programs		9.0			9.2		12.4

Total share-based incentive compensation expense	$	25.0		$	30.6	$	38.8

Associated tax benefits recognized	$	9.3		$	11.3	$	14.5

The following table shows the estimated amount of total share-based incentive compensation expense expected to be recognized on a straight-line basis over the remaining respective vesting periods by program at December 31, 2011.


	2012		2013		2014		Total
2011 Three-year PSU Awards	$	2.9	$	2.8	$	—	$	5.7
2010 Three-year PSU Awards		4.1		—		—		4.1
SLO Awards		0.1		—		—		0.1
Other long-term share-based incentive compensation programs		8.8		5.3		1.5		15.6

Total share-based incentive compensation expense	$	15.9	$	8.1	$	1.5	$	25.5

For the 2011 three-year PSU awards and the 2010 three-year PSU awards, the estimated amount of this future share-based incentive compensation expense will fluctuate based on: 1) the expected level of achievement of the respective goals and measures considered probable in future quarters, which impacts the number of shares that could be issued; and 2) the future price of our common stock, which impacts the expense related to additional discretionary shares.

The discussion that follows provides further details of our share-based incentive compensation programs.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Performance Share Unit Awards

As part of our long term incentive program adopted in 2008, during the first 90 days of each year, the Organization and Compensation Committee of our Board of Directors, or Compensation Committee, has approved Performance Share Unit (PSU) awards for our executive officers and other selected key executives, which include for each officer or executive a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the performance period. Following the end of the performance period, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. As of December 31, 2011, we have accrued $2.6 million for these dividends in other current liabilities on our consolidated balance sheet.

2011 Three-year PSU Awards

In March 2011, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2011. The Compensation Committee established principal performance goals, which are 1) three-year cumulative volume growth of net trade sales and 2) three-year average return on invested capital ("ROIC"). These performance goals are outlined in further detail in the Proxy Statement for our 2011 Annual Meeting of Stockholders. The targeted number of shares of common stock that can be earned is 384,714 shares for these 2011 PSU awards. If the threshold level is achieved for either of the two performance goals mentioned above, then the number of shares earned for each participant can be increased (if the additional goal mentioned below is achieved) or decreased (if the additional goal mentioned below is not achieved) by up to 10% of the target level at the discretion of the Compensation Committee, or an aggregate of 38,471 shares for all participants. The additional goal is a 2013 safety result of a total recordable incident rate (a workplace safety indicator) ("TRIR") of 1.20 or better, excluding facilities acquired during the performance period.

The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures, plus or minus the 38,471 additional discretionary shares mentioned above.

The expense included in the table above was calculated using a grant date common stock share price of $26.18 per share on March 11, 2011 and is based on management's estimate as of December 31, 2011 of the level of probable achievement of the performance goals and measures, which was determined to be at the target level, or 100% achievement (192,357 shares, net of forfeitures), for the ROIC goal and below the target level, or 74% achievement (142,344 shares, net of forfeitures), for the volume goal.

2010 Three-year PSU Awards

In March 2010, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2010. The Compensation Committee established principal performance goals, which are 1) three-year cumulative volume growth of net trade sales and 2) three-year average ROIC. These performance goals are outlined in further detail in the Proxy Statement for our 2011 Annual Meeting of Stockholders. The targeted number of shares of common stock that can be earned is 416,160 shares for these 2010 PSU awards. If the threshold level is achieved for either of the two performance goals mentioned above, then the number of shares earned for each participant can be increased (if the additional goal mentioned below is achieved) or decreased (if the additional goal mentioned below is not achieved) by up to 10% of the target level at the discretion of the Compensation Committee, or an aggregate of 41,616 shares for all participants. The additional goal is a 2012 safety result of TRIR of 1.20 or better, excluding facilities acquired during the performance period.

The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures, plus or minus the 41,616 additional discretionary shares mentioned above.

The expense included in the table above was calculated using a grant date common stock share price of $20.88 per share on March 8, 2010 and is based on management's estimate as of December 31, 2011 of the level of probable achievement of the performance goals and measures, which was determined to be at the maximum level, or 200% achievement (416,160, net of forfeitures) for the volume goal and at the target level, or 100% achievement (208,080 shares, net of forfeitures) for the ROIC goal.

2009 Three-year PSU Awards

The targeted number of shares of common stock that can be earned is 578,432 for the 2009 three-year PSU award. The total number of shares to be issued for each PSU for the three-year awards can range from zero to 200% of the target number of shares depending on the level of achievement of the operating profit performance goals and measures. If the threshold level is achieved for the operating performance goals and measures, then the number of shares earned for each participant can be increased (if the additional goals mentioned below are achieved) or decreased (if the additional goals mentioned below are not achieved) by up to 10% of the target level at the discretion of the Compensation Committee, or an aggregate of 57,843 shares for all participants. The additional goals are 1) average quarterly inventory days on hand starting December 31, 2008 through the performance period below the average quarterly days on hand for the period December 31, 2007 through December 31, 2008; and 2) a safety result for the final year of the performance period of TRIR of 1.30 or better, excluding facilities acquired during the performance period. These provisions are outlined in further detail in the Proxy Statement for our 2010 Annual Meeting of Stockholders. Probable achievement of the operating profit performance goals and measures based on management’s estimate as of December 31, 2011 was determined to be at the maximum level, or 200% achievement (1,156,865 shares, net of forfeitures). The expense included in the table above for the shares related to the achievement of the operating performance goals and measures was calculated using a common stock share price of $20.88 per share on March 8, 2010. The expense included in the table above for the shares related to the additional goals was calculated using a common stock share price of $17.21 on December 31, 2011, because of their discretionary nature.

2009 Two-year PSU Awards

In February 2011, we issued 1,114,139 shares of common stock for the 2009 two-year PSU awards. These awards were based on the achievement of the operating profit performance goals and measures at the maximum level, or 200% achievement in the two-year performance period of 2009 through 2010. We concurrently acquired 408,751 of these shares of common stock as withholding from employees to satisfy their minimum tax withholding obligations, as provided for in our 2005 contingent stock plan. These acquired shares are held in common stock in treasury at a fair market value on the date acquired of $12 million.

Stock Leverage Opportunity Awards

Before the start of each performance year, each of our executive officers and other selected key executives is eligible to elect to receive all or a portion of his or her annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock or restricted stock units under the 2005 contingent stock plan in lieu of cash. The portion provided as an equity award may be given a premium to be determined by the Compensation Committee each year and will be rounded up to the nearest whole share. The stock price used in the calculation of the number of shares will be the closing sale price of our common stock on the New York Stock Exchange on the first trading day of the performance year. The award will be granted following the end of the performance year and after determination by the Compensation Committee of the amount of the annual bonus award for each executive officer and other selected key executive who has elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year.

The equity award will be made in the form of an award of restricted stock or restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with us, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. If the recipient ceases to be employed by us before vesting, then the shares will be forfeited, except for certain circumstances following a change in control. The award will be made in the form of restricted stock unless the award would be taxable to the recipient before the shares become transferable by the recipient, in which case the award will be made in the form of restricted stock units. Recipients who hold SLO awards in the form of restricted stock receive dividends. Recipients who hold SLO awards in the form of restricted stock units receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following the period of restriction. As of December 31, 2011, we have accrued for these dividends in other current liabilities on our consolidated balance sheet and the amount was immaterial.

For 2011, the Compensation Committee set the SLO award premium at 25%. The 2011 SLO target awards comprise an aggregate of 77,926 restricted stock shares and restricted stock units as of December 31, 2011. For 2010, the Compensation Committee set the SLO award premium at 25%. The 2010 SLO awards that were issued on March 13, 2011 comprised an aggregate of 34,596 restricted stock shares and restricted stock units.

We record compensation expense for these awards in marketing, administrative and development expenses on the consolidated statement of operations with a corresponding credit to additional paid-in-capital within stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes.

For the year ended December 31, 2011, compensation expense related to the 2011 SLO awards was recognized based on the extent to which the performance goals and measures for our 2011 annual cash bonuses were considered probable of achievement at December 31, 2011. This expense is being recognized over a fifteen month period on a straight-line basis since a majority of the awards will vest at grant date, which will be no later than March 15, 2012, due to the retirement eligibility provision.

For the year ended December 31, 2010, compensation expense related to the 2010 SLO awards was recognized based on the extent to which the performance goals and measures for 2010 annual cash bonuses were considered probable of achievement at December 31, 2010. This expense was recognized over a fifteen month period on a straight-line basis since a majority of the awards vested at grant date, which was March 13, 2011, due to the retirement eligibility provision.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Other Long-term Share-based Incentive Compensation

Under our 2005 contingent stock plan, the Compensation Committee may grant our employees awards of restricted stock, restricted stock units and cash awards measured by share price as long-term share-based incentive compensation. Our executive officers and other key executives may also receive awards of restricted stock or restricted stock units from time to time.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

+ Details

Net Earnings Per Common Share

12 Months Ended

Dec. 31, 2011

Net Earnings Per Common Share [Abstract]

Net Earnings Per Common Share

Note 19 Net Earnings Per Common Share

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three years ended December 31, 2011 in millions, except per share data.


	2011			2010			2009
*Basic Net Earnings Per Common Share:*
Numerator
Net earnings available to common stockholders	$	149.1		$	255.9		$	244.3
Distributed and allocated undistributed net earnings to non-vested restricted stockholders		(0.9	)		(1.6	)		(1.9	)

Distributed and allocated undistributed net earnings to common stockholders		148.2			254.3			242.4
Distributed net earnings — dividends paid to common stockholders		(86.8	)		(79.2	)		(75.6	)

Allocation of undistributed net earnings to common stockholders	$	61.4		$	175.1		$	166.8

Denominator
Weighted average number of common shares outstanding — basic (1)		167.0			158.3			157.2

Basic net earnings per common share:
Distributed net earnings to common stockholders	$	0.52		$	0.50		$	0.48
Allocated undistributed net earnings to common stockholders		0.37			1.11			1.06

Basic net earnings per common share:	$	0.89		$	1.61		$	1.54

*Diluted Net Earnings Per Common Share:*
Numerator
Distributed and allocated undistributed net earnings to common stockholders	$	148.2		$	254.3		$	242.4
Add: Allocated undistributed net earnings to non-vested restricted stockholders		0.4			1.1			1.3
Interest on 3% Convertible Senior Notes, net of taxes(2)		—			—			4.4
Less: Undistributed net earnings reallocated to non-vested restricted stockholders		(0.3	)		(1.0	)		(1.2	)

Net earnings available to common stockholders — diluted	$	148.3		$	254.4		$	246.9

Denominator
Weighted average number of common shares outstanding — basic		167.0			158.3			157.2
Effect of assumed issuance of Settlement agreement shares		18.0			18.0			18.0
Effect of non-vested restricted stock units		0.4			0.4			0.2
Effect of conversion of 3% Convertible Senior Notes(2)		—			—			7.2

Weighted average number of common shares outstanding — diluted		185.4			176.7			182.6

Diluted net earnings per common share	$	0.80		$	1.44		$	1.35

(1)

On October 3, 2011, we completed the acquisition of Diversey. Under the terms of the acquisition agreement, we paid in aggregate, $2.1 billion in cash consideration and an aggregate of 31.7 million shares of our common stock, to the shareholders of Diversey. These shares are issued and outstanding as of October 3, 2011 and included in the weighted average number of common shares outstanding — basic in 2011.

(2)	On July 19, 2009, we redeemed all of our 3% Convertible Senior Notes due June 2033.

Diluted weighted average number of common shares outstanding provides for the following items if their inclusion is dilutive: (1) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement in the three years ended December 31, 2011, (2) the effect of non-vested restricted stock and restricted stock units using the treasury stock method in the three years ended December 31, 2011 and (3) the effect of conversion of our then-outstanding 3% Convertible Senior Notes due June 2033 in July 2009 in 2009.

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

PSU Awards

Since the PSU awards discussed in Note 18, “Stockholders’ Equity,” are contingently issuable shares that are based on a condition other than earnings or market price, these shares will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions as of these dates. The shares for the 2009 three-year PSU awards and the shares for the 2010 three-year PSU awards are included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2011 because the target levels of their respective performance conditions were met as of December 31, 2011. The shares for the 2011 three-year PSU awards have not been included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2011 because they have not met the target levels of their performance conditions as of these dates.

SLO Awards

The shares or units associated with the 2011 SLO awards are considered contingently issuable shares and therefore are not included in the basic or diluted weighted average number of common shares outstanding for the year ended December 31, 2011. These shares or units, discussed in Note 18, “Stockholders’ Equity,” will not be included in the common shares outstanding until the final determination of the amount of annual incentive compensation is made in the first quarter of the following year. Once this determination is made, the shares or units will be included in the basic weighted average number of common shares outstanding if the employee is retirement eligible or in the diluted weighted average number of common shares outstanding if the employee is not retirement eligible. The numbers of shares or units associated with SLO awards for the 2010 and earlier fiscal years that were included in the common shares outstanding for year ended December 31, 2011 and 2010 were nominal.

Other Expense, net

12 Months Ended

Dec. 31, 2011

Other Expense, net [Abstract]

Other Expense, net

Note 20 Other Expense, net

The following table provides details of other expense, net:


	2011			2010			2009
Interest and dividend income	$	9.0		$	8.1		$	7.1
Net foreign exchange transaction losses(1)		(20.0	)		(5.9	)		(1.1	)
Gain on sale of a North American facility		3.9			—			—
Settlement agreement and related costs		(0.9	)		(0.6	)		(1.8	)
Noncontrolling interests		3.2			2.3			1.8
Costs associated with our accounts receivable securitization program		(0.7	)		(0.8	)		(0.7	)
Other, net		(8.4	)		(6.0	)		(5.4	)

Other expense, net	$	(13.9	)	$	(2.9	)	$	(0.1	)

(1)	The non-cash losses in 2011 includes gains and losses from foreign currency forward contracts entered into to hedge certain intercompany loans, as well as gains and losses on the remeasurement of intercompany loans.

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

Note 21 Related Party Transactions

As a result of the acquisition of Diversey, as of October 3, 2011, SCJ owned approximately 8% of our outstanding shares of our common stock and Unilever owned less than 1% of our outstanding shares of our common stock. Our Diversey segment has various transactions with both SCJ and Unilever that are considered related party transactions.

Related Party Transactions with SCJ

The primary related party transactions with SCJ consist of purchases of some raw materials and products for our Diversey segment from SCJ, which expire in 2017. Total inventory purchased from SCJ was $11 million in the fourth quarter of 2011. In addition, our Diversey segment leases some facilities from SCJ. Charges for these services and leases totaled $3 million in the fourth quarter of 2011. Our Diversey segment licenses the use of certain trade names, house marks and brand names from SCJ. Payments to SCJ under the license agreements governing the names and marks totaled $1 million in 2011.

Related Party Transactions with Unilever

In connection with a May 2002 acquisition of the DiverseyLever business, Diversey entered into a Sales Agency Agreement with Unilever whereby Diversey acts as Unilever’s sales agent in the sale of Unilever’s consumer brand cleaning products to institutional and industrial end-users. The original term of the sales agency agreement was extended until December 31, 2007. On October 11, 2007, Diversey and Unilever executed the Umbrella Agreement pursuant to which the parties agreed to the terms of (i) the New Agency Agreement that is substantially similar to the Prior Agency Agreement and that applies to Ireland, the United Kingdom, Portugal and Brazil and (ii) the License Agreement under which Unilever agreed to grant us and our affiliates a license to produce and sell professional packs of Unilever’s consumer brand cleaning products in 31 other countries that were subject to the Prior Agency Agreement. Under the Umbrella Agreement, Diversey and its affiliates also entered into agreements with Unilever to distribute consumer packs of Unilever’s consumer brand cleaning products in the same 31 countries as the License Agreement. The New Agency Agreement, the License Agreement and the consumer pack distribution arrangements took effect on January 1, 2008 and expire in 2018.

Amounts earned under the New Agency Agreement were $6 million in the fourth quarter of 2011. Royalties paid under the License Agreement were $1 million in the fourth quarter of 2011.

Related-party receivables and payables, which are included in receivables, net, and accounts payable on our consolidated balances sheets at December 31, 2011, consisted of the following:


	December 31, 2011
Related party receivable – SCJ		$ 0.1
Related party receivable – Unilever		7.7
Total related party receivables		$ 7.8

Related party payable – SCJ		$ 8.0
Related party payable – Unilever		19.5
Total related party payables		$ 27.5

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Valuation and Qualifying Accounts and Reserves

12 Months Ended

Dec. 31, 2011

Valuation and Qualifying Accounts and Reserves [Abstract]

Valuation and Qualifying Accounts and Reserves

Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2011, 2010 and 2009


Description	Balance at Beginning of Year		Charged to Costs and Expenses		Deductions			Foreign Currency Translation and Other		Balance at End of Year
	(in millions of dollars)
Year ended December 31, 2011:
Allowance for doubtful accounts	$	17.0	$	8.9	$	(8.2)	(1)	$	(1.4)	$	16.3(3)

Inventory obsolescence reserve	$	22.7	$	9.5	$	(7.9)	(2)	$	(0.8)	$	23.5(3)

Year ended December 31, 2010:
Allowance for doubtful accounts	$	17.5	$	6.9	$	(6.5)	(1)	$	(0.9)	$	17.0

Inventory obsolescence reserve	$	26.6	$	2.1	$	(6.5)	(2)	$	0.5	$	22.7

Year ended December 31, 2009:
Allowance for doubtful accounts	$	19.5	$	6.3	$	(7.2)	(1)	$	(1.1)	$	17.5

Inventory obsolescence reserve	$	24.1	$	6.2	$	(8.5)	(2)	$	4.8	$	26.6

(1)	Primarily accounts receivable balances written off, net of recoveries.

(2)	Primarily items removed from inventory.

(3)	Includes amounts related to Diversey.

Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Policies)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies and Recently Issued Accounting Standards [Abstract]

Basis of Presentation

Use of Estimates

Financial Instruments

See Note 12, “Derivatives and Hedging Activities,” for further details.

Fair Value Measurements

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

•

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Foreign Currency Translation

Commitments and Contingencies - Litigation

Revenue Recognition

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the consolidated statements of operations.

Research and Development

We expense research and development costs as incurred. Research and development costs were $106 million in 2011, $88 million in 2010 and $81 million in 2009.

Share-Based Incentive Compensation

Our primary share-based employee incentive compensation program is the 2005 Contingent Stock Plan. See Note 18, “Stockholders’ Equity,” for further information on this plan.

Environmental Expenditures

Income Taxes

See Note 16, “Income Taxes,” for further discussion.

Cash and Cash Equivalents

Accounts Receivable Securitization

Receivables, Net

Inventories

Property and Equipment, Net

Goodwill and Identifiable Intangible Assets

See Note 7, “Goodwill and Identifiable Intangible Assets,” for further discussion of our goodwill.

Conditional Asset Retirement Obligations

Self-Insurance

Pensions

Net Earnings per Common Share

See Note 19, “Net Earnings Per Common Share,” for further discussion.

Presentation of comprehensive income

Testing goodwill for impairment

Acquisition of Diversey Holdings Inc (Tables)

12 Months Ended

Dec. 31, 2011

Acquisition of Diversey Holdings, Inc. [Abstract]

Summary of the consideration transferred


Cash	$	2,098.7
31.7 million shares of Sealed Air common stock (at October 3, 2011 average price of $16.18 per share)		512.9
Fair value of Diversey preferred stock investment(1)		262.9
Fair-value-based measure of the portion of the SARs attributed to pre-acquisition service(2)		50.8

Total consideration	$	2,925.3

Estimated fair values of the Assets Acquired and Liabilities Assumed


Net assets acquired (liabilities assumed):
Cash	$	109.3
Restricted cash		269.2
Receivables, net		592.7
Inventories(1)		308.1
Current deferred tax assets(2)		60.9
Prepaid expenses and other current assets		161.8
Property and equipment, net(3)		420.0
Intangible assets(4)		2,072.1
Non-current deferred tax assets(2)		62.9
Other assets, net(5)		178.7
Short-term borrowings		(55.0	)
Accounts payable		(337.8	)
Other current liabilities		(488.8	)
Long-term debt, less current portion		(1,648.8	)
Non-current deferred tax liabilities(2)		(619.4	)
Other liabilities(5)		(443.2	)

Total net assets acquired		642.7
Goodwill		2,282.6

Total consideration	$	2,925.3

Fair Value of Inventories


Estimated net step-up in fair value	$	11.6
Increase due to change from LIFO to FIFO		5.5

Total	$	17.1

Fair Value of Property and Equipment Net


	Estimated Net Step-up in Fair Value
Land	$	53.2
Buildings and building improvements		0.8
Machinery and equipment		21.5
Fixed assets — other		12.4

Total	$	87.9

Fair value of Intangible assets


	Estimated Fair Value		Estimated Weighted Average Useful Lives (Years)
Customer relationships	$	1,007.6	13.0
Trademarks and trade names		872.4	indefinite
Technology (1)		159.6	8/indefinite
Contracts		32.5	5.0

Total	$	2,072.1

(1)	Includes software of $84.0 million (3 year useful life), patents and trade secrets of $69.9 million (8 year weighted-average useful life), and in-process research and development (“IPR&D”) of $5.7 million.

Financial information for Diversey


Net sales	$	795.9

Operating loss (1)	$	(57.1	)

Loss from continuing operations	$	(72.3	)

(1) This loss includes:

•

restructuring charges of $53 million primarily related to the 2011 – 2014 Integration & Optimization Program;

•

amortization of intangible assets acquired of $31 million;

•

a non-recurring charge related to the step-up in inventories of $12 million; and

•

nonrecurring charges related to associated costs for legacy Diversey’s prior restructuring programs of $12 million.

Supplemental pro forma information


	Year Ended		Year Ended
	December 31, 2011		December 31, 2010
Net sales	$	8,105.4	$	7,617.8

Operating profit(1)	$	637.5	$	688.7

Net earnings from continuing operations(1)	$	129.8	$	173.8

Weighted average number of common shares outstanding:
Basic		190.8		190.0

Diluted		209.2		208.4

Net earnings per common share:
Basic	$	0.68	$	0.91

Diluted	$	0.62	$	0.83

Segments (Tables)

12 Months Ended

Dec. 31, 2011

Segments [Abstract]

Net sales, depreciation and amortization and operating profit of reportable segments


	2011			2010		2009
Net sales
Food Packaging	$	2,053.2		$	1,923.6	$	1,839.8
Food Solutions		1,015.4			934.9		891.7
Protective Packaging		1,409.5			1,299.4		1,192.9
Diversey		795.9			—		—
Other		366.9			332.2		318.4

Total	$	5,640.9		$	4,490.1	$	4,242.8

Depreciation and amortization on property, plant and equipment and intangible assets acquired
Food Packaging	$	66.5		$	70.8	$	69.2
Food Solutions		31.8			29.9		31.4
Protective Packaging		25.6			33.6		34.1
Diversey		44.8			—		—
Other		20.8			20.4		19.8

Total	$	189.5		$	154.7	$	154.5

Operating profit (loss)
Food Packaging	$	276.5		$	262.7	$	251.7
Food Solutions		101.5			99.2		85.7
Protective Packaging		183.8			169.5		150.0
Diversey		(2.9	)		—		—
Other		6.1			11.2		11.9

Total segments and other		565.0			542.6		499.3
Costs related to the acquisition of Diversey		64.8			—		—
Restructuring and other charges(1)		52.8			7.6		7.0

Total	$	447.4		$	535.0	$	492.3

Restructuring and other charges by our segment reporting structure


	2011			2010		2009
Food Packaging	$	—		$	3.7	$	6.0
Food Solutions		—			—		1.0
Protective Packaging		(0.4	)		3.8		(0.1	)
Diversey		53.2			—		—
Other		—			0.1		0.1

Total	$	52.8		$	7.6	$	7.0

Reportable segment assets


	December 31,		December 31,
	2011		2010
Assets:
Trade receivables, net, and finished goods inventory, net
Food Packaging	$	420.4	$	409.8
Food Solutions		210.1		204.7
Protective Packaging		307.8		297.9
Diversey		842.4		—
Other		64.5		54.9


Total segments and other		1,845.2		967.3
Assets not allocated
Cash and cash equivalents		722.8		675.6
Property and equipment, net		1,322.1		948.3
Goodwill		4,220.5		1,945.9
Intangibles, net		2,103.2		78.0
Other		1,282.9		784.3

Total	$	11,496.7	$	5,399.4

Geographic Information


	2011		2010		2009
Net sales(1):
United States	$	2,305.2	$	2,081.6	$	1,969.1
Canada		172.6		145.0		133.2
EMEA		1,676.6		1,207.8		1,194.5
Latin America		545.7		434.3		386.4
Asia Pacific		940.8		621.4		559.6

Total	$	5,640.9	$	4,490.1	$	4,242.8

Total long-lived assets(1)(2):
United States	$	4,558.0	$	2,375.3
Canada		48.0		14.5
EMEA		1,993.5		467.8
Latin America		387.9		116.2
Asia Pacific		1,117.4		206.0

Total	$	8,104.8	$	3,179.8

(1)	Net sales attributed to the geographic areas represent net sales to external customers. No non-U.S. country had net sales in excess of 10% of consolidated net sales or long-lived assets in excess of 10% of consolidated long-lived assets at December 31, 2011.

(2)	Total long-lived assets are total assets excluding total current assets and deferred tax assets.

Inventories (Tables)

12 Months Ended

Dec. 31, 2011

Inventories [Abstract]

Inventories and reduction of certain inventories to LIFO basis


	December 31,
	2011			2010
Inventories (at FIFO, which approximates replacement value):
Raw materials	$	154.3		$	94.5
Work in process		122.8			112.6
Finished goods		574.3			337.8

Subtotal (at FIFO)		851.4			544.9
Reduction of certain inventories to LIFO basis		(53.3	)		(49.1	)

Total	$	798.1		$	495.8

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2011

Property and Equipment, net [Abstract]

Property and equipment, net


	December 31,
	2011			2010
Land and improvements	$	167.7		$	53.0
Buildings		697.2			620.1
Machinery and equipment		2,470.9			2,325.8
Other property and equipment		170.7			106.3
Construction-in-progress		104.4			43.6

		3,610.9			3,148.8
Accumulated depreciation and amortization		(2,288.8	)		(2,200.5	)

Property and equipment, net	$	1,322.1		$	948.3

Interest cost capitalized and depreciation and amortization expense for property and equipment


	December 31,
	2011		2010		2009
Interest cost capitalized	$	4.2	$	3.7	$	6.7
Depreciation and amortization expense for property and equipment		148.2		143.5		142.8

Goodwill and Identifiable Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2011

Goodwill and Identifiable Intangible Assets [Abstract]

Summary of goodwill segment reporting structure


	Carrying Value at December 31, 2010		Goodwill Acquired		Impact of Foreign Currency Translation			Carrying Value at December 31, 2011
Food Packaging	$	382.9	$	8.7	$	0.1		$	391.7
Food Solutions		147.9		—		—			147.9
Protective Packaging		1,259.6		—		0.4			1,260.0
Diversey		—		2,282.6		(19.0	)		2,263.6
Other category		155.5		1.8		—			157.3

Total	$	1,945.9	$	2,293.1	$	(18.5	)	$	4,220.5

Summary of percentage by which estimated fair value exceeds carrying value


Reporting Unit	% By Which Estimated Fair Value Exceeds Carrying Value
Food Packaging		226	%
Food Solutions		216
Protective Packaging		18
Shrink Packaging		70
Specialty Materials		27
Medical Applications		93

Summarize of identifiable intangible assets with definite and indefinite useful lives


	December 31,
	2011			2010
Gross carrying value	$	2,181.4		$	113.2
Accumulated amortization		(78.2	)		(35.2	)

Total	$	2,103.2		$	78.0

Amortization expense of intangible assets


	December 31,
	2011		2010		2009
Amortization expense of intangible assets acquired	$	41.3	$	11.2	$	11.7

Remaining estimated future amortization expense


2012	$	134.2
2013		132.7
2014		131.0
2015		99.1
2016		98.1
Thereafter		598.9

Total	$	1,194.0

- Definition

Tabular disclosure of goodwill by reportable segment and in total. Disclosure details may include, but are not limited to, the carrying amount of goodwill, goodwill acquired during the year, goodwill impairment losses recognized, goodwill written-off due to the sale of a business unit, goodwill not yet allocated, and any other changes to goodwill.

+ References + Details

Restructuring Activities (Tables)

12 Months Ended

Dec. 31, 2011

Restructuring Activities [Abstract]

Activities associated with the November 2005 Plan


	Three Months and Year Ended December 31, 2011
Restructuring charges	$	52.9

Restructuring Accrual, Spending & Other Activity


Original restructuring accrual	$	52.9
Cash payments during 2011		(28.6	)

Restructuring accrual at December 31, 2011	$	24.3

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2011

Other Liabilities [Abstract]

Components of current and other liabilities


	December 31,
	2011		2010
Other current liabilities:
Accrued salaries, wages and related costs	$	275.7	$	139.6
Accrued operating expenses		240.1		117.4
Income taxes payable		65.9		28.0
Accrued customer volume rebates		186.5		66.0
Accrued interest		65.8		31.3
Accrued employee benefit liability		9.8		2.6

Total	$	843.8	$	384.9


	December 31,
	2011		2010
Other liabilities:
Accrued employee benefit liability	$	276.1	$	85.1
Other postretirement liability		68.9		2.5
Other various liabilities		272.9		55.3

Total	$	617.9	$	142.9

Debt and Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2011

Debt and Credit Facilities [Abstract]

Total debt outstanding


	December 31, 2011		December 31, 2010
Short-term borrowings	$	34.5	$	23.5
Current portion of long-term debt		1.9		6.5

Total current debt		36.4		30.0
5.625% Senior Notes due July 2013, less unamortized discount of $0.3 in 2011 and $0.4 in 2010(1)		401.0		399.4
12% Senior Notes due February 2014(1)		156.3		156.0
Term Loan A Facility due October 2016, less unamortized lender fees of $22.7 in 2011		989.9		—
7.875% Senior Notes due June 2017, less unamortized discount of $6.5 in 2011 and $7.4 in 2010		393.5		392.6
Term Loan B Facility due October 2018, less unamortized lender fees of $21.3, and unamortized discount of $26.5 in 2011		1,118.8		—
8.125% Senior Notes due September 2019		750.0		—
8.375% Senior Notes due September 2021		750.0		—
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2011 and $1.5 in 2010		448.6		448.5
Other		2.8		2.7

Total long-term debt, less current portion		5,010.9		1,399.2

Total debt	$	5,047.3	$	1,429.2

(1)	Amount includes adjustments due to interest rate swaps. See “Interest Rate Swaps,” of Note 12, “Derivatives and Hedging Activities,” for further discussion.

Lines of credit


	December 31, 2011		December 31, 2010
Used lines of credit	$	34.5	$	23.5
Unused lines of credit		1,028.7		902.8

Total available lines of credit	$	1,063.2	$	926.3

Available lines of credit — committed	$	703.9	$	671.2
Available lines of credit — uncommitted		359.3		255.1

Total available lines of credit	$	1,063.2	$	926.3

Accounts receivable securitization program — committed(1)	$	92.0	$	91.0

(1)	See Note 8, “Accounts Receivable Securitization Program,” for further details of this program.

Other Lines of Credit


	December 31, 2011	December 31, 2010
Available lines of credit	$363.2	$257.8
Unused lines of credit	328.7	234.3
Weighted average interest rate	2.6%	7.4%

Debt Maturities


2012	$	1.9
2013		522.6
2014		313.1
2015		354.5
2016		422.5
Thereafter		3,469.4

Total	$	5,084.0

Derivatives and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2011

Derivatives and Hedging Activities [Abstract]

Fair Value of Derivative Instruments


	Fair Value of Asset Derivatives(1)				Fair Value of (Liability) Derivatives(1)
	December 31, 2011		December 31, 2010		December 31, 2011			December 31, 2010
Derivatives designated as hedging instruments:
Foreign currency forward contracts (cash flow hedges)	$	0.5	$	0.1	$	(0.6	)	$	—
Interest rate swaps (fair value hedges)		2.1		6.0		—			(0.2	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		18.0		0.5		(3.0	)		(0.8	)

Total	$	20.6	$	6.6	$	(3.6	)	$	(1.0	)

(1)	Asset derivatives were included in other assets for the foreign currency forward contracts and for the interest rate swaps. Liability derivatives were included in other liabilities for foreign currency forward contracts and for the interest rate swaps.

Effect of derivative instruments on condensed consolidated statement of operations


	Amount of Gain (Loss) Recognized in Earnings on Derivatives(1) Year Ended December 31,
	2011		2010
Derivatives designated as hedging instruments:
Interest rate swaps	$	4.1	$	4.5
Foreign currency forward contracts(2)		0.4		0.5
Derivatives not designated as hedging instruments:
Foreign currency forward contracts(2)		5.3		(6.0	)

Total	$	9.8	$	(1.0	)

(1)

(2)

- Definition

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References + Details

Fair Value Measurements and Other Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Measurements and Other Financial Instruments [Abstract]

Fair value measurements


December 31, 2011	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	148.9	$	—	$	148.9	$	—

Derivative financial instruments net asset:
Interest rate swaps	$	2.1	$	—	$	2.1	$	—

Foreign currency forward contracts	$	14.9	$	—	$	14.9	$	—


December 31, 2010	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	163.4	$	53.4	$	110.0	$	—

Derivative financial instrument net asset:
Interest rate swaps	$	5.8	$	—	$	5.8	$	—

Derivative financial instrument net liability:
Foreign currency forward contracts	$	0.2	$	—	$	0.2	$	—

Carrying amount and estimated fair values of debt


	December 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
5.625% Senior Notes due July 2013(1)	$	401.0	$	414.1	$	399.4	$	423.1
12% Senior Notes due February 2014(1)		156.3		179.8		156.0		196.5
Term Loan A Facility due October 2016(2)		989.9		989.9		—		—
7.875% Senior Notes due June 2017		393.5		426.0		392.6		438.8
Term Loan B Facility due October 2018(2)		1,118.8		1,118.8		—		—
8.125% Senior Notes due September 2019		750.0		824.5		—		—
8.375% Senior Notes due September 2021		750.0		826.9		—		—
6.875% Senior Notes due July 2033		448.6		389.3		448.5		415.1
Other foreign loans		37.8		37.4		26.2		26.0
Other domestic loans		1.4		1.3		6.5		6.5

Total debt	$	5,047.3	$	5,208.0	$	1,429.2	$	1,506.0

(1)	The carrying value and fair value of such debt include adjustments due to interest rate swaps. See Note 12, “Derivatives and Hedging Activities.”

(2)	Includes non-U.S. dollar tranches.

- Definition

Tabular disclosure of the fair value measurement of assets and liabilities which includes [financial] instruments measured at fair value that are classified in stockholders' equity. Such assets and liabilities may be measured on a recurring or nonrecurring basis. The disclosures which may be required or desired include: (1) for assets and liabilities measured on a recurring basis, disclosure may include: (a) the fair value measurements at the reporting date; (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); (c) for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (ii) purchases, sales, issuances, and settlements (net); (iii) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs); (d) the amount of the total gains or losses for the period in subparagraph (c) (i) above included in earnings (or changes in net assets) that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of income (or activities); (e) the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period and (2) for assets and liabilities that are measured at fair value on a nonrecurring basis (for example, impaired assets) disclosure may include, in addition to (a) above: (a) the reasons for the fair value measurements recorded; (b) the same as (b) above; (c) for fair value measurements using significant unobservable inputs (Level 3), a description of the inputs and the information used to develop the inputs; and (d) the valuation technique(s) used to measure fair value and a discussion of changes, if any, in the valuation technique(s) used to measure similar assets and/or liabilities in prior periods. Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 33
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 6
-Footnote 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19190-110258

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19279-110258

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

+ Details

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Tables)

12 Months Ended

Dec. 31, 2011

U.S. pension plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Funded status for pension plans


	2011			2010
Change in benefit obligation:
Projected benefit obligation at beginning of period	$	54.8		$	55.1
Service cost		1.1			1.0
Interest cost		4.8			2.8
Actuarial (gain) loss		10.2			(1.9	)
Benefits paid		(9.3	)		(2.2	)
Acquisition of Diversey		150.5			—

Projected benefit obligation at end of period	$	212.1		$	54.8

Change in plan assets:
Fair value of plan assets at beginning of period	$	40.8		$	37.9
Actual gain on plan assets		7.5			3.9
Employer contributions		4.4			1.2
Benefits paid		(9.3	)		(2.2	)
Acquisition of Diversey		127.8			—

Fair value of plan assets at end of period		171.2			40.8

Underfunded status at end of year	$	(40.9	)	$	(14.0	)

Components of net periodic benefit cost


	2011			2010			2009
Components of net periodic benefit cost:
Service cost	$	1.1		$	1.0		$	1.5
Interest cost		4.8			2.8			3.1
Expected return on plan assets		(5.1	)		(2.7	)		(2.6	)
Amortization of net prior service cost		0.2			0.3			0.5
Amortization of net actuarial loss		1.3			1.2			1.4

Net periodic benefit cost	$	2.3		$	2.6		$	3.9

Amounts in accumulated other comprehensive loss, net of taxes, not yet recognized


Unrecognized prior service costs	$	0.5
Unrecognized net actuarial loss		23.7

Total	$	24.2

Changes in plan assets and benefit obligations recognized in other comprehensive loss


Current year actuarial gain	$	7.8
Amortization of actuarial loss		(1.3	)
Amortization of prior service cost		(0.2	)

Total recognized in other comprehensive loss	$	6.3

Amounts in accumulated other comprehensive loss expected to be recognized in next fiscal year


Unrecognized prior service costs	$	0.2
Unrecognized net actuarial loss		2.0

Total	$	2.2

Information for plans with accumulated benefit obligations in excess of plan assets


Accumulated benefit obligation	$	207.5
Fair value of plan assets		171.2

Weighted average assumptions used to determine benefit obligations


	2011			2010
Discount rate		4.6	%		5.4	%
Rate of compensation increase		3.5			3.5

Weighted average assumptions used to determine net periodic benefit cost


	2011			2010			2009
Discount rate		4.9	%		5.5	%		6.0	%
Expected long-term rate of return		6.7			7.3			8.0
Rate of compensation increase		3.5			3.5			3.5

Estimated Future Benefit Payments


Year	Amount
2012	$	11.4
2013		12.8
2014		11.7
2015		12.4
2016		14.7
2017 — 2021		71.7

Fair values of pension plan assets, by asset category and level of fair values


Asset Category	Total Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents(1)	$	4.2	$	—	$	4.2	$	—
Fixed income funds (2)		96.4		—		96.4		—
Equity funds (3)		64.8		—		64.8		—
Other (4)		5.8		—		0.5		5.3

Total	$	171.2	$	—	$	165.9	$	5.3

(1)

(2)

(3)

(4)	More than 90% is invested in real estate funds with less than $0.5 million invested in alternative investments such as private equity funds, hedge funds and commodities. The level 3 amount were from Diversey’s plans.

Non-U.S. pension plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Funded status for pension plans


	2011		2010
Change in benefit obligation:
Projected benefit obligation at beginning of period	$	285.9	$	289.7
Service cost		8.6		5.5
Interest cost		23.1		15.5
Actuarial (gain) loss		24.3		(9.0)
Settlement/curtailment		(6.9)		(2.3)
Benefits paid		(20.7)		(13.0)
Employee contributions		2.3		1.4
Other		3.0		(1.3)
Foreign exchange impact		(4.8)		(0.6)
Acquisition of Diversey		614.0		—

Projected benefit obligation at end of period	$	928.8	$	285.9

Change in plan assets:
Fair value of plan assets at beginning of period	$	218.3	$	204.0
Actual gain on plan assets		31.9		15.8
Employer contributions		23.5		9.3
Employee contributions		2.3		1.4
Benefits paid		(20.7)		(13.0)
Assets transferred to defined contribution plan		—		—
Settlement/curtailment		(7.0)		(0.8)
Other		4.1		(1.9)
Foreign exchange impact		(2.8)		3.5
Acquisition of Diversey		501.2		—

Fair value of plan assets at end of period		750.8		218.3

Underfunded status at end of year	$	(178.0)	$	(67.6)

Amounts included in consolidated balance sheets


	2011		2010
Other assets	$	62.3	$	6.1
Other current liabilities		(5.1)		(2.6)
Other liabilities		(235.2)		(71.1)

Net amount recognized	$	(178.0)	$	(67.6)

Components of net periodic benefit cost


	2011			2010			2009
Components of net periodic benefit cost:
Service cost	$	8.6		$	5.5		$	6.2
Interest cost		23.1			15.5			14.4
Expected return on plan assets		(21.8	)		(13.0	)		(10.9	)
Amortization of net prior service cost		0.1			0.1			0.1
Amortization of net actuarial loss		4.2			7.8			6.9

Net periodic benefit cost	$	14.2		$	15.9		$	16.7

Amounts in accumulated other comprehensive loss, net of taxes, not yet recognized


Unrecognized prior service costs	$	0.5
Unrecognized net actuarial loss		62.1

Total	$	62.6

Changes in plan assets and benefit obligations recognized in other comprehensive loss


Current year actuarial loss	$	14.2
Amortization of actuarial loss		(4.2)
Amortization of prior service cost		(0.1)
Settlement/curtailment loss		(2.6)
Other		(1.1)
Effects of changes in foreign currency exchange rates		(0.2)

Total recognized in other comprehensive loss	$	6.0

Amounts in accumulated other comprehensive loss expected to be recognized in next fiscal year


Unrecognized prior service costs	$	—
Unrecognized net actuarial loss		4.9

Total	$	4.9

Information for plans with accumulated benefit obligations in excess of plan assets


Accumulated benefit obligation	$	504.9
Fair value of plan assets		299.8

Weighted average assumptions used to determine benefit obligations


	2011		2010
Discount rate		4.3%		5.7%
Rate of compensation increase		2.8%		3.5%

Weighted average assumptions used to determine net periodic benefit cost


	2011		2010		2009
Discount rate		4.6%		5.6%		6.0%
Expected long-term rate of return		5.8		6.8		6.6
Rate of compensation increase		2.9		3.9		3.6

Estimated Future Benefit Payments


Year	Amount
2012	$	40.6
2013		43.5
2014		39.3
2015		42.8
2016		45.0
2017 — 2021	$	230.3

Fair values of pension plan assets, by asset category and level of fair values


Asset Category	Total Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents(1)	$	15.3	$	8.2	$	7.1	$	—
Fixed income funds(2)		383.0		—		383.0		—
Equity funds(3)		257.4		—		257.4		—
Insurance asset(4)		15.4		—		—		15.4
Other (5)		79.7		—		43.4		36.3

Total	$	750.8	$	8.2	$	690.9	$	51.7

(1)

Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, government securities, commercial paper, and time deposits.

(2)	Fixed income funds that invest in a diversified portfolio primarily consisting of publicly traded government bonds, corporate bonds and mortgage-backed securities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end.

(3)	Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European equities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end.

(4)	Represents a guaranteed insurance contract for one of our European plans. This plan asset includes company and employee contributions and accumulated interest income at a guaranteed stated interest rate and provides for benefit payments and plan expenses.

(5)	The majority of these assets are invested in real estate funds in Diversey’s plans.

Reconciliation of plan asset measured using Level 3 inputs


	Insurance Asset
Balance at December 31, 2010	$	14.6
Employer contributions		1.0
Employee contributions		0.4
Actual return on asset		(0.3)
Benefits and expenses paid		(0.2)
Foreign exchange impact		(0.1)

Balance at December 31, 2011	$	15.4

Other Post-Employment Benefits and Other Employee Benefit Plans (Tables) - Other Postretirement Benefit Plans Legacy Diversey [Member]

12 Months Ended

Dec. 31, 2011

Defined Benefit Plan Disclosure [Line Items]

Funded status for pension plans


	Year Ended December 31,
	2011
Change in benefit obligations:
Benefit obligation at beginning of period		$—
Service cost		0.3
Interest cost		0.8
Plan participants’ contributions		—
Actuarial loss		3.9
Benefits paid		(1.2)
Loss due to exchange rate movements		0.1
Acquisition of Diversey		81.2
Plan Amendments		(14.0)

Benefit obligation at end of period		$71.1


Change in plan assets:
Fair value of plan assets at beginning of period		$—
Employer contribution		1.2
Plan participants’ contribution		—
Benefits paid		(1.2)

Fair value of plan assets at end of period		$—

Net amount recognized:

Funded status		$(71.1)


Net amount recognized in consolidated balance sheets consists of:
Current liability		$(4.7)
Noncurrent liability		(66.4)

Net amount recognized		$(71.1)

Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial loss		$3.9
Prior service credit		(13.9)

Total		$(10.0)

Components of net periodic benefit cost


	Three Months Ended December 31, 2011
Service cost		$0.3
Interest cost		0.8
Amortization of net loss		—
Amortization of prior service credit		(0.1)
Curtailments, settlements and special termination benefits		—

Net periodic benefit cost		$1.0

Accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost


Actuarial (gain) loss	$	—
Prior service (credit) cost		(0.9	)
Transition (asset) obligation		—

One percentage point change on assumed healthcare cost


	1% Increase		1% Decrease
Effect on total of service and interest cost components		$0.1		$(0.1)
Effect on post-retirement benefit obligation		2.7		(2.9)

Estimated Future Benefit Payments


Year	Amount
2012	$	4.8
2013		4.8
2014		5.0
2015		4.8
2016		4.6
2017 — 2021	$	25.3

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Components of earnings before income tax provision


	2011			2010		2009
Domestic	$	(73.6	)	$	84.0	$	127.3
Foreign		289.7			259.4		202.6

Total	$	216.1		$	343.4	$	329.9

Components of income tax provision


	2011			2010			2009
Current tax expense:
Federal	$	37.0		$	22.1		$	35.8
State and local		5.9			5.6			7.1
Foreign		79.7			63.1			59.3

Total current		122.6			90.8			102.2

Deferred tax (benefit), expense:
Federal		(54.4	)		2.1			(4.6	)
State and local		(5.3	)		(2.1	)		(0.5	)
Foreign		4.1			(3.3	)		(11.5	)

Total deferred tax benefit		(55.6	)		(3.3	)		(16.6	)

Total provision	$	67.0		$	87.5		$	85.6

Components of deferred tax assets (liabilities)


	December 31,
	2011			2010
Settlement agreement and related accrued interest(1)	$	383.8		$	367.9
Restructuring reserves		10.8			—
Accruals not yet deductible for tax purposes		72.5			17.0
Net operating loss carry forwards		124.5			33.9
Foreign, federal and state credits and investment tax allowances		130.2			9.2
Employee benefit items		145.0			57.2
Other		1.0			4.2

Gross deferred tax assets		867.8			489.4
Valuation allowance		(219.1	)		(43.1	)

Total deferred tax assets		648.7			446.3

Depreciation and amortization		(73.4	)		(48.2	)
Unremitted foreign earnings		(149.8	)		(47.1	)
Inventories		—			(4.7	)
Intangibles		(599.0	)		(20.2	)
Other		(14.9	)		(13.3	)

Total deferred tax liabilities		(837.1	)		(133.5	)

Net deferred tax (liabilities) assets	$	(188.4	)	$	312.8

(1)

Federal statutory corporate tax rate reconciles to effective income tax rate


	2011		2010		2009
Statutory U.S. federal tax rate		35.0%		35.0%		35.0%
State income taxes, net of federal tax benefit		0.3		0.6		1.5
Foreign earnings taxed at lower effective rates		(6.3)		(9.2)		(8.7)
Nondeductible acquisition costs		2.5		—		—
U.S. domestic manufacturing deduction		(2.4)		(1.1)		(1.0)
Net change in unrecognized tax benefits		0.4		—		1.7
Other		1.5		0.2		(2.6)

Effective income tax rate		31.0%		25.5%		25.9%

Unrecognized tax benefits and the effect on effective income tax rate


	Gross			Net
Unrecognized tax benefits at January 1, 2011	$	72.5		$	64.7
Additions relating to the acquisition of Diversey (included in other liabilities)		182.7			182.7
Additions for tax positions of prior years		2.7			2.7
Reductions for tax positions of prior years		(3.4	)		(3.4	)

Unrecognized tax benefits at December 31, 2011	$	254.5		$	246.7

- Definition

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

+ References + Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies [Abstract]

Estimated future cash outlays related to principal contractual obligations


Year	Amount
2012	$	138.8
2013		78.3
2014		20.7
2015		13.8
2016		1.7

Total	$	253.3

Estimated future minimum annual rental commitments under non-cancelable real and personal property leases


Year	Amount
2012	$	81.8
2013		57.2
2014		37.5
2015		24.8
2016		17.3
Thereafter		40.3

Total	$	258.9

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Summary of cash dividends paid


	Total Cash Dividends Paid			Total Cash Dividends Paid per Common Share
2009		$	75.7	$	0.48
2010			79.7		0.50
2011			87.4		0.52

Total		$	242.8

Summary of changes in common stock


	2011		2010			2009
Changes in common stock:
Number of shares, beginning of year		169,272,636		168,749,681			168,111,815

Shares issued as part of the consideration for the Diversey acquisition		31,699,946		—			—
Restricted stock shares awarded for 2009 Two-Year PSU awards		1,114,139		—			—
Restricted stock shares issued for new awards under the 2005 Contingent Stock Plan		308,650		403,360			516,650
Shares granted and issued under the Directors Stock Plan		18,630		12,500			16,289
Restricted stock shares and units issued for SLO awards		24,515		12,895			3,627
Shares issued for vested restricted stock units		90,100		94,200			101,300

Number of shares issued, end of year		202,528,616		169,272,636			168,749,681

Changes in common stock in treasury:
Number of shares held, beginning of year		9,967,129		9,811,507			10,229,288
Purchase of shares during the period		—		429,458			—
Profit sharing contribution partially paid in stock		—		(346,362	)		(535,000	)
Restricted stock repurchased, withheld or forfeited		499,302		72,526			117,219

Number of shares held, end of year		10,466,431		9,967,129			9,811,507

Non-vested awards under the 2005 Contingent Stock Plan


Non-vested Restricted Stock Shares Awards	2011			Weighted- Average per Share Market Value on Grant Date
Number of non-vested restricted stock shares, beginning of year		1,188,346		$	19.78
Restricted stock shares issued for new awards during the year		308,650			25.30
Restricted stock shares vested during the year		(271,936	)		23.45
Restricted stock shares forfeited during the year		(41,400	)		17.44

Number of non-vested restricted stock shares, end of year		1,183,660		$	20.45


Non-vested Restricted Stock Units Awards	2011			Weighted- Average per Share Market Value on Grant Date
Number of non-vested restricted stock units, beginning of year		301,950		$	20.13
Restricted stock units issued for new awards during the year		133,650			24.40
Restricted stock units vested during the year		(90,100	)		22.51
Restricted stock units forfeited during the year		(3,500	)		20.37

Number of non-vested restricted stock units, end of year		342,000		$	21.17


Non-vested Cash Awards	2011
Number of non-vested cash awards, beginning of year		51,000
Cash awards issued for new awards during the year		30,550
Cash awards vested during the year		(22,200	)
Cash awards forfeited during the year		(1,300	)

Number of non-vested cash awards, end of year		58,050

Summary of the changes in common shares available for awards under the 2005 Contingent Stock Plan


	2011(1)			2010(1)			2009(1)
Number of shares available, beginning of year		4,997,297			5,578,005			6,078,597
Additional restricted stock shares available due to 2011 amendment to the 2005 Contingent Stock Plan		4,000,000			—			—
Restricted stock shares issued for new awards		(308,650	)		(403,360	)		(516,650	)
Restricted stock units awarded		(133,650	)		(115,150	)		(106,200	)
Restricted stock shares issued for SLO awards		(6,080	)		(12,895	)		(3,627	)
Restricted stock units awarded for SLO awards		(28,516	)		(134,329	)		(11,034	)
Restricted stock shares awarded for 2009 Two-Year PSU awards		(1,114,139	)		—			—
Restricted stock shares forfeited		41,400			19,133			38,431
Restricted stock units forfeited		3,500			12,500			19,700
Restricted stock shares withheld for taxes		457,902			53,393			78,788

Number of shares available, end of year		7,909,064			4,997,297			5,578,005

Weighted average per share market value of awards on grant date	$	24.93		$	21.46		$	16.33

Summary of Changes in Shares Available for Directors Stock Plan [Table Text Block]


	2011			2010			2009
Number of shares available, beginning of year		49,548			74,120			97,390
Additional shares available due to 2011 amendment to the Directors Stock Plan		200,000			—			—
Shares granted and issued		(18,630	)		(12,500	)		(16,289	)
Shares granted and deferred		(7,762	)		(12,072	)		(6,981	)

Number of shares available, end of year		223,156			49,548			74,120

Weighted average per share market value of stock on grant date	$	25.77		$	21.72		$	19.34

Total share-based compensation expense


	2011			2010		2009
2011 Three-year PSU Awards	$	3.0		$	—	$	—
2010 Three-year PSU Awards		6.0			3.0		—
2009 Two-year PSU Awards		(0.7	)		10.4		14.1
2009 Three-year PSU Awards		7.4			7.0		9.4
SLO Awards		0.3			1.0		2.9
Other long-term share-based incentive compensation programs		9.0			9.2		12.4

Total share-based incentive compensation expense	$	25.0		$	30.6	$	38.8

Associated tax benefits recognized	$	9.3		$	11.3	$	14.5

Estimated amount of total share-based compensation expense


	2012		2013		2014		Total
2011 Three-year PSU Awards	$	2.9	$	2.8	$	—	$	5.7
2010 Three-year PSU Awards		4.1		—		—		4.1
SLO Awards		0.1		—		—		0.1
Other long-term share-based incentive compensation programs		8.8		5.3		1.5		15.6

Total share-based incentive compensation expense	$	15.9	$	8.1	$	1.5	$	25.5

Net Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2011

Net Earnings Per Common Share [Abstract]

Calculation of basic and diluted net earnings per common share


	2011			2010			2009
*Basic Net Earnings Per Common Share:*
Numerator
Net earnings available to common stockholders	$	149.1		$	255.9		$	244.3
Distributed and allocated undistributed net earnings to non-vested restricted stockholders		(0.9	)		(1.6	)		(1.9	)

Distributed and allocated undistributed net earnings to common stockholders		148.2			254.3			242.4
Distributed net earnings — dividends paid to common stockholders		(86.8	)		(79.2	)		(75.6	)

Allocation of undistributed net earnings to common stockholders	$	61.4		$	175.1		$	166.8

Denominator
Weighted average number of common shares outstanding — basic (1)		167.0			158.3			157.2

Basic net earnings per common share:
Distributed net earnings to common stockholders	$	0.52		$	0.50		$	0.48
Allocated undistributed net earnings to common stockholders		0.37			1.11			1.06

Basic net earnings per common share:	$	0.89		$	1.61		$	1.54

*Diluted Net Earnings Per Common Share:*
Numerator
Distributed and allocated undistributed net earnings to common stockholders	$	148.2		$	254.3		$	242.4
Add: Allocated undistributed net earnings to non-vested restricted stockholders		0.4			1.1			1.3
Interest on 3% Convertible Senior Notes, net of taxes(2)		—			—			4.4
Less: Undistributed net earnings reallocated to non-vested restricted stockholders		(0.3	)		(1.0	)		(1.2	)

Net earnings available to common stockholders — diluted	$	148.3		$	254.4		$	246.9

Denominator
Weighted average number of common shares outstanding — basic		167.0			158.3			157.2
Effect of assumed issuance of Settlement agreement shares		18.0			18.0			18.0
Effect of non-vested restricted stock units		0.4			0.4			0.2
Effect of conversion of 3% Convertible Senior Notes(2)		—			—			7.2

Weighted average number of common shares outstanding — diluted		185.4			176.7			182.6

Diluted net earnings per common share	$	0.80		$	1.44		$	1.35

(1)

(2)	On July 19, 2009, we redeemed all of our 3% Convertible Senior Notes due June 2033.

Other Expense, net (Tables)

12 Months Ended

Dec. 31, 2011

Other Expense, net [Abstract]

Details of other expense, net


	2011			2010			2009
Interest and dividend income	$	9.0		$	8.1		$	7.1
Net foreign exchange transaction losses(1)		(20.0	)		(5.9	)		(1.1	)
Gain on sale of a North American facility		3.9			—			—
Settlement agreement and related costs		(0.9	)		(0.6	)		(1.8	)
Noncontrolling interests		3.2			2.3			1.8
Costs associated with our accounts receivable securitization program		(0.7	)		(0.8	)		(0.7	)
Other, net		(8.4	)		(6.0	)		(5.4	)

Other expense, net	$	(13.9	)	$	(2.9	)	$	(0.1	)

(1)	The non-cash losses in 2011 includes gains and losses from foreign currency forward contracts entered into to hedge certain intercompany loans, as well as gains and losses on the remeasurement of intercompany loans.

Organization and Nature of Operations (Details)	12 Months Ended
Organization and Nature of Operations (Details)	Dec. 31, 2011 Subsidiary
Organization and Nature of Operations (Textual) [Abstract]
Number of subsidiaries prior to acquisition	3

Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($) yr	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Textual) [Abstract]
Charges for rebates and other allowances, recognized	7.00%
Charges for rebates and other allowances recognized		less than 5%	less than 5%
Identifiable intangible assets useful life, minimum	3
Identifiable intangible assets useful life, maximum	15
Research and development costs \| $	$ 106	$ 88	$ 81
Percentage of identifiable intangible assets in consolidated assets	18.00%	1.00%
Buildings [Member]
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Textual) [Abstract]
Useful Life, Minimum	20
Useful Life, Maximum	40
Machinery and Equipment [Member]
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Textual) [Abstract]
Useful Life, Minimum	5
Useful Life, Maximum	10
Property and Equipment [Member]
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Textual) [Abstract]
Useful Life, Minimum	2
Useful Life, Maximum	10

Acquisition of Diversey Holdings, Inc. (Details) - Diversey Holdings Inc [Member] $ in Millions	Oct. 03, 2011 USD ($)
Summary of the consideration transferred
Cash	$ 2,098.7
31.7 million shares of Sealed Air common stock (at October 3, 2011 average price of $16.18 per share)(2)	512.9
Fair value of Diversey preferred stock investment	262.9
Fair-value-based measure of the portion of the SARs attributed to pre-acquisition service	50.8
Total consideration	$ 2,925.3

Acquisition of Diversey Holdings Inc (Details 1) - Diversey Holdings Inc [Member] $ in Millions	Oct. 03, 2011 USD ($)
Estimated fair values of assets acquired and liabilities assumed at the acquisition date
Cash	$ 109.3
Restricted cash	269.2
Receivables, net	592.7
Inventories(1)	308.1
Current deferred tax assets(2)	60.9
Other current assets	161.8
Property and equipment, net(3)	420.0
Intangible assets(4)	2,072.1
Non-current deferred tax assets(2)	62.9
Other assets, net(5)	178.7
Short-term borrowings	(55.0)
Accounts payable	(337.8)
Other current liabilities	(488.8)
Long-term debt, less current portion	(1,648.8)
Non-current deferred tax liabilities(2)	619.4
Other liabilities(5)	(443.2)
Total net assets acquired	642.7
Goodwill	2,282.6
Total consideration	$ 2,925.3

Acquisition of Diversey Holdings Inc (Details 2) - Diversey Holdings Inc [Member] $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($)
Fair Value of Inventories
Estimated net step-up in fair value	$ 11.6
Inventory LIFO Reserve Period Charge	5.5
Total	$ 17.1

Acquisition of Diversey Holdings Inc (Details 3) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Fair value of property and equipment net
Buildings and Improvements, Gross	$ 697.2	$ 620.1
Machinery and equipment	2,470.9	2,325.8
Property and equipment, net	1,322.1	$ 948.3
Estimated Net Step-up in Fair Value [Member] \| Diversey Holdings Inc [Member]
Fair value of property and equipment net
Land	53.2
Buildings and Improvements, Gross	0.8
Machinery and equipment	21.5
Fixed assets - other	12.4
Property and equipment, net	$ 87.9

Acquisition of Diversey Holdings Inc (Details 4) - Diversey Holdings Inc [Member] - Estimated Net Step-up in Fair Value [Member] $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($) yr
Fair Value of Intangible Assets
Total fair value of intangible assets	$ 2,072.1
Trademarks and Trade Names [Member]
Fair Value of Intangible Assets
Estimated indefinite-lived intangible assets (excluding goodwill), fair value	$ 872.4
Indefinite lived intangible assets estimated weighted average useful lives	indefinite
Technology [Member]
Fair Value of Intangible Assets
Estimated indefinite-lived intangible assets (excluding goodwill), fair value	$ 159.6
Indefinite lived intangible assets estimated weighted average useful lives	8/indefinite
Customer Relationships [Member]
Fair Value of Intangible Assets
Estimated finite-lived intangible assets, fair value	$ 1,007.6
Finite lived intangible assets estimated weighted average useful lives \| yr	13.0
Contracts [Member]
Fair Value of Intangible Assets
Estimated finite-lived intangible assets, fair value	$ 32.5
Finite lived intangible assets estimated weighted average useful lives \| yr	5.0

Acquisition of Diversey Holdings Inc (Details 5) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Financial information for affiliates
Net sales		$ 5,640.9	$ 4,490.1	$ 4,242.8
Operating Loss(1)		$ (447.4)	$ (535.0)	$ (492.3)
Diversey Holdings Inc [Member]
Financial information for affiliates
Net sales	$ 795.9
Operating Loss(1)	(57.1)
Loss from continuing operations	$ (72.3)

Acquisition of Diversey Holdings Inc (Details 6) - Diversey Holdings Inc [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Supplemental pro forma information
Net sales	$ 8,105.4	$ 7,617.8
Operating profit	637.5	688.7
Net earnings from continuing operations	$ 129.8	$ 173.8
Weighted average number of common shares outstanding:
Basic	190.8	190.0
Diluted	209.2	208.4
Net earnings per common share:
Basic	$ 0.68	$ 0.91
Diluted	$ 0.62	$ 0.83

Acquisition of Diversey Holdings Inc (Details Textual) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 31, 2011 shares	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($) $ / shares	Dec. 31, 2011 USD ($) yr $ / shares shares	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Nov. 02, 2011	Oct. 03, 2011 USD ($)	Feb. 06, 2009 USD ($)
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Deferred tax liabilities current included in other current liabilities		$ 8.0		$ 8.0
Non-current assets related to Diversey's pension and other postretirement benefit plans								$ 45.0
Non-current liabilities related to Diversey's pension and other postretirement benefit plans								178.0
Other liabilities		617.9		617.9	$ 142.9
Projected Benefit Obligation		764.0		764.0
Plan assets		630.0		630.0
Restructuring and other charges		1.0		52.8	7.6	$ 7.0
Amortization expense of intangible assets acquired		31.0		41.3	11.2	$ 11.7
Non-recurring charge related to the step-up in inventories		12.0
Non-recurring charge related to associate costs for Diversey's prior restructuring programs		12.0		12.0
Integration and optimization program [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Compensation expenses		38.0
Payment due to the exercise of options		28.0
Remaining liabilities of SARs included in the restructuring plan		12.0		$ 12.0
Restructuring and other charges		52.8
Stock Appreciation Rights (SARs) [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Number of common stock received by Diversey stockholders \| shares				13.0
Exchange ratio per share merger consideration fair value \| $ / shares			$ 16.70
Exchange ratio per share merger consideration value \| $ / shares			24.50
Fractional adjustment due to fair value exchange per share \| $ / shares			$ 1.46722
Fair-value-based measure of the SARs		100.2		$ 100.2
Fair value of Diversey unvested stock options converted to SARs								$ 50.8
Compensation expenses		19.0
Payment due to the exercise of options		22.0
Remaining liabilities of SARs included in the restructuring plan		47.0		$ 47.0
Closing date average price over the remaining weighted average vesting period \| $ / shares				$ 16.18
Stock Appreciation Rights (SARs) [Member] \| Integration and optimization program [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Restructuring and other charges				$ 38.0
Diversey Holdings Inc [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Percentage of interest acquired in business combination								100.00%
Cash payment received by Diversey stockholders								$ 2,098.7
Number of common stock received by Diversey stockholders \| shares	31.7
Repayment of existing indebtedness of Diversey								1,600.0
Fair value of Diversey preferred stock investment								262.9
Percentage of notes to be redeemed at specified percentage of accreted value							35.00%
Fair-value-based measure of the SARs								512.9
Business acquisitions deferred tax liability step-up acquired assets and liabilities assumed		503.0		503.0
Business acquisitions deferred tax liabilities unremitted foreign earnings noncurrent		$ 94.0		94.0
Business acquisitions unrecognized tax benefits income tax penalties and interest accrued				183.0
Business acquisitions income taxes payable				54.0
Business acquisitions pro forma depreciation and amortization expense				320.0	329.0
Business acquisitions pro forma restructuring and other charges				51.4	5.3
Business acquisitions pro forma interest expense				$ 402.0	410.0
Business acquisitions pro forma loss on debt redemption					$ 39.0
Business acquisitions pro forma effective income tax rates				42.00%	30.00%
Non-recurring pro forma adjustments include the removal of costs related to the acquisition				$ 70.0
Diversey Inc [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Percentage of notes to be redeemed at specified percentage of accreted value							35.00%
Legacy Diversey [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Acquisition costs			$ 6.0
8.125% senior notes due 2019 [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Aggregate principal amount								$ 750.0
Debt interest rate		8.125%		8.125%	8.125%
Interest rate on senior notes		8.125%		8.125%	8.125%
10.50% Senior Notes 2020 [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Debt interest rate								10.50%
Interest rate on senior notes								10.50%
10.50% Senior Notes 2020 [Member] \| Diversey Holdings Inc [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Remaining percentage of notes to be redeemed at specified percentage of accreted value							65.00%
Notes will be redeemed at a price							110.50%
8.25% Senior Notes due 2019 [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Debt interest rate								8.25%
Interest rate on senior notes								8.25%
8.25% Senior Notes due 2019 [Member] \| Diversey Inc [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Remaining percentage of notes to be redeemed at specified percentage of accreted value							65.00%
Notes will be redeemed at a price							108.25%
8.375% senior notes due 2021 [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Aggregate principal amount								$ 750.0
Debt interest rate		8.375%		8.375%	8.375%
Interest rate on senior notes		8.375%		8.375%	8.375%
12% Senior Notes due February 2014 [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Aggregate principal amount									$ 300.0
Revolving credit facility [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Line of Credit Facility								700.0
Multicurrency term A facility tranche [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Line of Credit Facility								1,100.0
Multicurrency term B facility tranche [Member]
Acquisition of Diversey Holdings Inc. (Textual) [Abstract]
Line of Credit Facility								$ 1,200.0
In Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 5.7		$ 5.7
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets		84.0		$ 84.0
Useful life \| yr				3
Patents and Trade Secrets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets		$ 69.9		$ 69.9
Weighted average useful life \| yr				8

Segments (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Segments (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Net sales:
Net sales		$ 5,640.9	$ 4,490.1	$ 4,242.8
Depreciation and amortization		189.5	154.7	154.5
Operating Profit		565.0	542.6	499.3
Costs related to the acquisition of Diversey		64.8
Restructuring and other charges	$ 1.0	52.8	7.6	7.0
Operating profit		447.4	535.0	492.3
Trade receivables, net, and finished goods inventory, net
Total segments and other	1,845.2	1,845.2	967.3
Assets not allocated
Cash and cash equivalents	722.8	722.8	675.6	694.5	$ 128.9
Property and equipment, net	1,322.1	1,322.1	948.3
Goodwill	4,220.5	4,220.5	1,945.9
Other	1,282.9	1,282.9	784.3
Total	11,496.7	11,496.7	5,399.4
Food Packaging [Member]
Net sales:
Net sales		2,053.2	1,923.6	1,839.8
Depreciation and amortization		66.5	70.8	69.2
Operating Profit		276.5	262.7	251.7
Restructuring and other charges			3.7	6.0
Trade receivables, net, and finished goods inventory, net
Total segments and other	420.4	420.4	409.8
Assets not allocated
Goodwill	391.7	391.7	382.9
Food Solutions [Member]
Net sales:
Net sales		1,015.4	934.9	891.7
Depreciation and amortization		31.8	29.9	31.4
Operating Profit		101.5	99.2	85.7
Restructuring and other charges		(0.4)		1.0
Trade receivables, net, and finished goods inventory, net
Total segments and other	210.1	210.1	204.7
Assets not allocated
Goodwill	147.9	147.9	147.9
Protective Packaging [Member]
Net sales:
Net sales		1,409.5	1,299.4	1,192.9
Depreciation and amortization		25.6	33.6	34.1
Operating Profit		183.8	169.5	150.0
Restructuring and other charges			3.8	(0.1)
Trade receivables, net, and finished goods inventory, net
Total segments and other	307.8	307.8	297.9
Assets not allocated
Goodwill	1,260.0	1,260.0	1,259.6
Diversey Holdings Inc [Member]
Net sales:
Net sales		795.9
Depreciation and amortization		44.8
Operating Profit		(2.9)
Restructuring and other charges		53.2
Trade receivables, net, and finished goods inventory, net
Total segments and other	842.4	842.4
Assets not allocated
Goodwill	2,263.6	2,263.6	0.0
Other [Member]
Net sales:
Net sales		366.9	332.2	318.4
Depreciation and amortization		20.8	20.4	19.8
Operating Profit		6.1	11.2	11.9
Restructuring and other charges			0.1	$ 0.1
Trade receivables, net, and finished goods inventory, net
Total segments and other	64.5	64.5	54.9
Assets not allocated
Goodwill	$ 157.3	$ 157.3	$ 155.5

Segments (Details 1) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Segments (Details 1) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges	$ 1.0	$ 52.8	$ 7.6	$ 7.0
Food Packaging [Member]
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges			3.7	6.0
Food Solutions [Member]
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges		(0.4)		1.0
Protective Packaging [Member]
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges			3.8	(0.1)
Diversey Holdings Inc [Member]
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges		$ 53.2
Other [Member]
Restructuring and Related Activities, Reportable Segment
Restructuring and other charges			$ 0.1	$ 0.1

Segments (Details 2) - USD ($) $ in Millions	12 Months Ended
Segments (Details 2) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Net sales:
Net sales	$ 5,640.9	$ 4,490.1	$ 4,242.8
Total long-lived assets:
Long-Lived Assets	$ 8,104.8	3,179.8
Segments
Maximum percentage of net sales in consolidated net sales for external customers	10.00%
Maximum percentage of long - lived assets in consolidated long - lived assets for external customers	10.00%
UNITED STATES
Net sales:
Net sales	$ 2,305.2	2,081.6	1,969.1
Total long-lived assets:
Long-Lived Assets	4,558.0	2,375.3
CANADA
Net sales:
Net sales	172.6	145.0	133.2
Total long-lived assets:
Long-Lived Assets	48.0	14.5
EMEA [Member]
Net sales:
Net sales	1,676.6	1,207.8	1,194.5
Total long-lived assets:
Long-Lived Assets	1,993.5	467.8
Latin America [Member]
Net sales:
Net sales	545.7	434.3	386.4
Total long-lived assets:
Long-Lived Assets	387.9	116.2
Asia Pacific [Member]
Net sales:
Net sales	940.8	621.4	$ 559.6
Total long-lived assets:
Long-Lived Assets	$ 1,117.4	$ 206.0

Inventories (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Inventories (at FIFO, which approximates replacement value):
Raw materials	$ 154.3	$ 94.5
Work in process	122.8	112.6
Finished goods	574.3	337.8
Subtotal (at FIFO)	851.4	544.9
Reduction of certain inventories to LIFO basis	(53.3)	(49.1)
Total	798.1	495.8
Inventories (Textual) [Abstract]
U.S. inventories determined by LIFO method	$ 121.0	$ 102.0

Property and equipment, net (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Property and equipment, net
Land and improvements	$ 167.7	$ 53.0
Buildings	697.2	620.1
Machinery and equipment	2,470.9	2,325.8
Other property and equipment	170.7	106.3
Construction-in-progress	104.4	43.6
Property and equipment	3,610.9	3,148.8
Accumulated depreciation and amortization	(2,288.8)	(2,200.5)
Property and equipment, net	$ 1,322.1	$ 948.3

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Property and equipment, net (Details 1) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Interest cost capitalized and depreciation and amortization expense for property and equipment
Interest cost capitalized	$ 4.2	$ 3.7	$ 6.7
Depreciation and amortization expense for property and equipment	$ 148.2	$ 143.5	$ 142.8

Goodwill and Identifiable Intangible Assets (Details) $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($)
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	$ 1,945.9
Goodwill Acquired	2,293.1
Impact of Foreign Currency Translation	18.5
Goodwill, Ending Balance	4,220.5
Food Packaging [Member]
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	382.9
Goodwill Acquired	8.7
Impact of Foreign Currency Translation	0.1
Goodwill, Ending Balance	$ 391.7
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	226.00%
Food Solutions [Member]
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	$ 147.9
Goodwill, Ending Balance	$ 147.9
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	216.00%
Protective Packaging [Member]
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	$ 1,259.6
Impact of Foreign Currency Translation	0.4
Goodwill, Ending Balance	$ 1,260.0
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	18.00%
Shrink Packaging [Member]
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	70.00%
Specialty Materials [Member]
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	27.00%
Medical Applications [Member]
Summary of percentage by which estimated fair value exceeds carrying value
Percentage of estimated fair value exceeding carrying value	93.00%
Diversey Holdings Inc [Member]
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	$ 0.0
Goodwill Acquired	2,282.6
Impact of Foreign Currency Translation	(19.0)
Goodwill, Ending Balance	2,263.6
Other [Member]
Summary of goodwill reporting unit structure
Goodwill, Beginning Balance	155.5
Goodwill Acquired	1.8
Goodwill, Ending Balance	$ 157.3

Goodwill and Identifiable Intangible Assets (Details 1) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Summarize of identifiable intangible assets with definite and indefinite useful lives
Gross carrying value	$ 2,181.4	$ 113.2
Accumulated amortization	(78.2)	(35.2)
Total	2,103.2	78.0
Amortization expense of intangible assets
Amortization expense of our intangible assets	41.3	$ 11.2	$ 11.7
Remaining estimated future amortization expense
2012	134.2
2013	132.7
2014	131.0
2015	99.1
2016	98.1
Thereafter	598.9
Total	1,194.0
Goodwill and Identifiable Intangible Assets (Textual) [Abstract]
Intangible assets having indefinite useful lives	$ 31.0

Accounts Receivable Securitization Program (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Accounts Receivable Securitization Program (Textual) [Abstract]
Maximum purchase limit for receivable interests under Accounts Receivable Securitization Program	$ 125.0
Amount available for accounts receivable securitization program	$ 92.0	$ 91.0
Level of eligible assets available under accounts receivable securitization program	lower than $125 million
Amount outstanding under accounts receivable securitization program	$ 0.0	$ 0.0
Accounts receivable securitization program expiration date	2012-12
Bank financing commitment expiration date	Dec. 02, 2011

Restructuring Activities (Details) $ in Millions	3 Months Ended
Restructuring Activities (Details) $ in Millions	Dec. 31, 2011 USD ($)
Restructuring Charges [Abstract]
Restructuring Charges	$ 52.9

Restructuring Activities (Details 1) $ in Millions	3 Months Ended
Restructuring Activities (Details 1) $ in Millions	Dec. 31, 2011 USD ($)
Components of Restructuring Accrual Balance
Liability balances, beginning of period	$ 52.9
Cash payments during 2011	(28.6)
Liability balances, end of period	$ 24.3

Restructuring Activities (Details Textual) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 1.0	$ 52.8	$ 7.6	$ 7.0
Restructuring Activities (Textual) [Abstract]
Recognized Non Recurring Cost	4.0
Integration and optimization program [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	52.8
Restructuring Expected Accrual to Pay	20.0	20.0
Restructuring Expected Accrual Remaining to Pay	$ 4.2	4.2
Integration and optimization program [Member] \| Stock Appreciation Rights (SARs) [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		38.0
Integration and optimization program [Member] \| Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Expected Associated Cost and Restructuring Charges Related to Plan		185.0
Integration and optimization program [Member] \| Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Expected Associated Cost and Restructuring Charges Related to Plan		$ 165.0

Other Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Other current liabilities
Accrued salaries, wages and related costs	$ 275.7	$ 139.6
Accrued operating expenses	240.1	117.4
Income taxes payable	65.9	28.0
Accrued customer volume rebates	186.5	66.0
Accrued interest	65.8	31.3
Accrued employee benefit liability	9.8	2.6
Total	843.8	384.9
Other liabilities:
Accrued employee benefit liability	276.1	85.1
Other postretirement liability	68.9	2.5
Other various liabilities	272.9	55.3
Total	$ 617.9	$ 142.9

Debt and Credit Facilities (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Total debt outstanding
Short-term borrowings	$ 34.5	$ 23.5
Current portion of long-term debt	1.9	6.5
Total current debt	36.4	30.0
Credit facility amount outstanding	34.5	23.5
Other	2.8	2.7
Total long-term debt, less current portion	5,010.9	1,399.2
Total debt	5,047.3	1,429.2
Multicurrency term A facility tranche [Member]
Total debt outstanding
Credit facility amount outstanding	989.9	0.0
Multicurrency term B facility tranche [Member]
Total debt outstanding
Credit facility amount outstanding	1,118.8	0.0
Debt Instrument (Textual) [Abstract]
Unamortized discount	26.5
5.625 % Senior Notes due July 2013 [Member]
Total debt outstanding
Senior notes	$ 401.0	$ 399.4
Debt Instrument (Textual) [Abstract]
Debt interest rate	5.625%	5.625%
Unamortized discount	$ 0.3	$ 0.4
12% Senior Notes due February 2014 [Member]
Total debt outstanding
Senior notes	$ 156.3	$ 156.0
Debt Instrument (Textual) [Abstract]
Debt interest rate	12.00%	12.00%
7.875% Senior Notes due June 2017 [Member]
Total debt outstanding
Senior notes	$ 393.5	$ 392.6
Debt Instrument (Textual) [Abstract]
Debt interest rate	7.875%	7.875%
Unamortized discount	$ 6.5	$ 7.4
8.125% senior notes due 2019 [Member]
Total debt outstanding
Senior notes	$ 750.0	$ 0.0
Debt Instrument (Textual) [Abstract]
Debt interest rate	8.125%	8.125%
8.375% senior notes due 2021 [Member]
Total debt outstanding
Senior notes	$ 750.0	$ 0.0
Debt Instrument (Textual) [Abstract]
Debt interest rate	8.375%	8.375%
6.875% Senior Notes due July 2033 [Member]
Total debt outstanding
Senior notes	$ 448.6	$ 448.5
Debt Instrument (Textual) [Abstract]
Debt interest rate	6.875%	6.875%
Unamortized discount	$ 1.4	$ 1.5

Debt and Credit Facilities (Details 1) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Lines of credit
Used lines of credit	$ 34.5	$ 23.5
Unused lines of credit	1,028.7	902.8
Total available lines of credit	1,063.2	926.3
Amount available for accounts receivable securitization program	92.0	91.0
Committed line of credit facilities [Member]
Lines of credit
Total available lines of credit	703.9	671.2
Uncommitted line of credit facilities [Member]
Lines of credit
Total available lines of credit	$ 359.3	$ 255.1

Debt and Credit Facilities (Details 2) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Other Lines of Credit
Available lines of credit	$ 1,063.2	$ 926.3
Unused lines of credit	1,028.7	902.8
Lines of credit other [Member]
Other Lines of Credit
Available lines of credit	363.2	257.8
Unused lines of credit	$ 328.7	$ 234.3
Weighted average Interest rate	2.60%	7.40%

Debt and Credit Facilities (Details 3) $ in Millions	Dec. 31, 2011 USD ($)
Debt Maturities
2012	$ 1.9
2013	522.6
2014	313.1
2015	354.5
2016	422.5
Thereafter	3,469.4
Total	$ 5,084.0

Debt and Credit Facilities (Details Textual) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Oct. 03, 2011
Debt and Credit Facilities (Textual) [Abstract]
Percentage of floor to which LIBOR subjected	1.00%
Recognized pre tax loss			$ (38.5)	$ (3.4)
Credit facility amount outstanding		$ 34.5	23.5
Additional Debt and Credit Facilities (Textual) [Abstract]
Short-term borrowings		34.5	23.5
Revolving credit facility [Member]
Debt and Credit Facilities (Textual) [Abstract]
Line of Credit Facility					$ 700.0
Term period of credit facility	5 years
Interest rate description	interest at either LIBOR or base rate plus 375 bps per annum in the case of LIBOR loans and 275 bps per annum in the case of base rate loans, and the euro-denominated tranche bears interest at either EURIBOR or base rate plus 450 bps per annum in the case of EURIBOR loans and 350 bps per annum in the case of base rate loans
Interest rate in addition to LIBOR or base rate for LIBOR loans	2.50%
Interest rate in addition to LIBOR or base rate for base rate loans	1.50%
Reduction in interest rate for LIBOR loans	2.25%
Reduction in interest rate for base rate loans	1.25%
Multicurrency term A facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Line of Credit Facility					1,100.0
Term period of credit facility	5 years
Interest rate description	interest at either LIBOR or base rate (or an equivalent rate in the relevant currency) plus 250 basis points (bps) per annum in the case of LIBOR loans and 150 bps per annum in the case of base rate loans, provided that the interest rates shall be decreased to 225 bps and 125 bps, respectively, upon achievement of a specified leverage ratio
Interest rate in addition to LIBOR or base rate for LIBOR loans	2.50%
Interest rate in addition to LIBOR or base rate for base rate loans	1.50%
Reduction in interest rate for LIBOR loans	2.25%
Reduction in interest rate for base rate loans	1.25%
Credit facility amount outstanding		989.9	0.0
Multicurrency term B facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Unamortized discount		26.5
Line of Credit Facility					$ 1,200.0
Term period of credit facility	7 years
Interest rate description	in the case of a $790 million component, which bears interest at either LIBOR or base rate (or an equivalent rate in the relevant currency) plus 375 bps per annum in the case of LIBOR loans and 300 bps per annum in the case of base rate loans and a euro 300 million component, which bears interest at either LIBOR or base rate (or an equivalent rate in the relevant currency) plus 450 bps per annum in the case of LIBOR loans and 350 bps per annum in the case of base rate loans.
Credit facility amount outstanding		$ 1,118.8	$ 0.0
Dollar component [Member] \| Multicurrency term B facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Percentage of Principal Amount of Notes Sold to Investor		98.00%
Interest rate in addition to LIBOR or base rate for LIBOR loans	3.75%
Interest rate in addition to LIBOR or base rate for base rate loans	2.75%
Euro component [Member] \| Multicurrency term B facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Percentage of Principal Amount of Notes Sold to Investor		97.00%
Interest rate in addition to LIBOR or base rate for LIBOR loans	4.50%
Interest rate in addition to LIBOR or base rate for base rate loans	3.50%

Debt and Credit Facilities (Details Textual 1) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 28, 2009	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Feb. 22, 2012	Oct. 03, 2011	Feb. 06, 2009
Debt and Credit Facilities (Textual) [Abstract]
Recognized pre tax loss				$ (38.5)	$ (3.4)
Beneficial ownership of our common stock held by Davis Selected Advisers, L.P.						14,577,029
Beneficial ownership or our common stock held by Davis Selected Advisers, L.P., percentage of stock outstanding						7.60%
Multicurrency term A facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Unamortized Lender Fees		$ 22.6	$ 22.6
Multicurrency term B facility tranche [Member]
Debt and Credit Facilities (Textual) [Abstract]
Unamortized Lender Fees		21.3	21.3
Unamortized discount		$ 26.5	$ 26.5
8.125% senior notes due 2019 [Member]
Debt and Credit Facilities (Textual) [Abstract]
Debt interest rate		8.125%	8.125%	8.125%
Aggregate principal amount							$ 750.0
Percentage of aggregate principal amount at which notes sold			100.00%
8.375% senior notes due 2021 [Member]
Debt and Credit Facilities (Textual) [Abstract]
Debt interest rate		8.375%	8.375%	8.375%
Aggregate principal amount							750.0
Percentage of aggregate principal amount at which notes sold			100.00%
12% Senior Notes due February 2014 [Member]
Debt and Credit Facilities (Textual) [Abstract]
Aggregate principal amount								$ 300.0
Early redemption				$ 150.0
Outstanding principal amount				300.0
Aggregate value of debt redeemed				$ 196.0
Premium paid on redemption of debt percentage				27.00%
Premium paid on redemption of debt				$ 41.0
Accrued interest paid on redemption of debt				5.0
Recognized pre tax loss				(39.0)
Gain on the termination of a related interest rate swap				$ 2.0
Notes sold to purchasers at principal amount	100.00%
Term Loans A and B [Member]
Debt and Credit Facilities (Textual) [Abstract]
Unamortized discount							$ 28.0
Lender fees		$ 48.0
Non-lender fees		51.0
Amortization expenses related to the debt instruments		$ 8.0

Derivatives and Hedging Activities (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Fair Value of Derivative Instruments
Derivative Asset, Fair Value, Net, Total	$ 20.6	$ 6.6
Derivative Liability, Fair Value, Net, Total	(3.6)	(1.0)
Designated as Hedging Instrument [Member] \| Foreign Currency Forward [Member]
Fair Value of Derivative Instruments
Derivative Asset, Fair Value, Net, Total	0.5	0.1
Derivative Liability, Fair Value, Net, Total	(0.6)	0.0
Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member]
Fair Value of Derivative Instruments
Derivative Asset, Fair Value, Net, Total	2.1	6.0
Derivative Liability, Fair Value, Net, Total	0.0	(0.2)
Not Designated as Hedging Instrument [Member] \| Foreign Currency Forward [Member]
Fair Value of Derivative Instruments
Derivative Asset, Fair Value, Net, Total	18.0	0.5
Derivative Liability, Fair Value, Net, Total	$ (3.0)	$ (0.8)

Derivatives and Hedging Activities (Details 1) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Effect of derivative instruments on condensed consolidated statement of operations
Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total	$ 9.8	$ 1.0
Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member]
Effect of derivative instruments on condensed consolidated statement of operations
Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total	4.1	4.5
Designated as Hedging Instrument [Member] \| Foreign Exchange Forward [Member]
Effect of derivative instruments on condensed consolidated statement of operations
Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total	0.4	0.5
Not Designated as Hedging Instrument [Member] \| Foreign Exchange Forward [Member]
Effect of derivative instruments on condensed consolidated statement of operations
Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total	$ 5.3	$ (6.0)

- Definition

The amount of net gains and losses recognized in income during the period on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges, on derivative instruments designated and qualifying as hedging instruments in cash flow hedges, and on derivative instruments not designated as hedging instruments.

+ References + Details

Derivatives and Hedging Activities (Details Textual) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010
Derivatives And Hedging Activities (Textual) [Abstract]
Proceeds from termination of interest rate swap	$ 2.0	$ 7.0
Loss from termination of interest rate swap	2.0	1.0
Derivatives And Hedging Activities (Textual) [Abstract]
Terminated an interest rate swap with notional amount interest rate swaps	50.0
Loss from termination of interest rate swap	2.0	1.0
Proceeds from termination of interest rate swap	$ 2.0	$ 7.0
Partial redemption of 12 % senior notes	12.00%
Period of LIBOR to pay interest under interest rate Swap agreements		1 month
Period of LIBOR to pay interest on remaining interest rate Swap agreements		6 months
Maximum original maturity period of Foreign Currency Forward Contracts	less than 12 months	less than 12 months
Interest Rate Swap [Member]
Derivatives And Hedging Activities (Textual) [Abstract]
Mark to market adjustment to record Increase or decrease in the carrying amount of the 12% and 5.625% Senior Notes		$ 2.0	$ 6.0
Foreign Exchange Forward [Member]
Derivatives And Hedging Activities (Textual) [Abstract]
Estimated fair value of foreign currency forward contract, asset	$ 15.0	$ 15.0
Estimated fair value of foreign currency forward contract, liability			$ 0.3
12% Senior Notes due February 2014 [Member]
Derivatives And Hedging Activities (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%	12.00%
5.625 % Senior Notes due July 2013 [Member]
Derivatives And Hedging Activities (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	5.625%	5.625%	5.625%
Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member]
Derivatives And Hedging Activities (Textual) [Abstract]
Reduction in interest expenses		$ (3.0)	$ (5.0)

Fair Value Measurements and Other Financial Instruments (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Fair Value Measurement
Cash equivalents	$ 148.9	$ 163.4
Interest Rate Swaps [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	2.1	5.8
Foreign currency forward contracts [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	14.9	(0.2)
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurement
Cash equivalents	0.0	53.4
Fair Value, Inputs, Level 1 [Member] \| Interest Rate Swaps [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	0.0	0.0
Fair Value, Inputs, Level 1 [Member] \| Foreign currency forward contracts [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	0.0	0.0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurement
Cash equivalents	148.9	110.0
Fair Value, Inputs, Level 2 [Member] \| Interest Rate Swaps [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	2.1	5.8
Fair Value, Inputs, Level 2 [Member] \| Foreign currency forward contracts [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	14.9	(0.2)
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement
Cash equivalents	0.0	0.0
Fair Value, Inputs, Level 3 [Member] \| Interest Rate Swaps [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	0.0	0.0
Fair Value, Inputs, Level 3 [Member] \| Foreign currency forward contracts [Member]
Derivative financial instruments net asset (liability):
Derivative financial instruments net asset (liability)	$ 0.0	$ 0.0

Fair Value Measurements and Other Financial Instruments (Details 1) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Carrying amount and estimated fair values of debt
Credit facility amount outstanding	$ 34.5	$ 23.5
Other foreign loans carrying value	37.8	26.2
Other foreign loans fair value	37.4	26.0
Other domestic loans	1.4	6.5
Other domestic loans fair value	1.3	6.5
Carrying Amount	5,047.3	1,429.2
Fair Value	5,208.0	1,506.0
Multicurrency term A facility tranche [Member]
Carrying amount and estimated fair values of debt
Credit facility amount outstanding	989.9	0.0
Credit facility amount outstanding fair value	989.9	0.0
Multicurrency term B facility tranche [Member]
Carrying amount and estimated fair values of debt
Credit facility amount outstanding	1,118.8	0.0
Credit facility amount outstanding fair value	1,118.8	0.0
8.125% senior notes due 2019 [Member]
Carrying amount and estimated fair values of debt
Senior notes	750.0	0.0
Senior notes fair value	$ 824.5	$ 0.0
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	8.125%	8.125%
8.375% senior notes due 2021 [Member]
Carrying amount and estimated fair values of debt
Senior notes	$ 750.0	$ 0.0
Senior notes fair value	$ 826.9	$ 0.0
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	8.375%	8.375%
5.625 % Senior Notes due July 2013 [Member]
Carrying amount and estimated fair values of debt
Senior notes	$ 401.0	$ 399.4
Senior notes fair value	$ 414.1	$ 423.1
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	5.625%	5.625%
12% Senior Notes due February 2014 [Member]
Carrying amount and estimated fair values of debt
Senior notes	$ 156.3	$ 156.0
Senior notes fair value	$ 179.8	$ 196.5
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	12.00%	12.00%
7.875% Senior Notes due June 2017 [Member]
Carrying amount and estimated fair values of debt
Senior notes	$ 393.5	$ 392.6
Senior notes fair value	$ 426.0	$ 438.8
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	7.875%	7.875%
6.875% Senior Notes due July 2033 [Member]
Carrying amount and estimated fair values of debt
Senior notes	$ 448.6	$ 448.5
Senior notes fair value	$ 389.3	$ 415.1
Fair Value Measurements and Other Financial Instruments (Textual) [Abstract]
Debt interest rate	6.875%	6.875%

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Changes in plan assets and benefit obligations recognized in other comprehensive loss
Recognition of deferred pension items, net of taxes	$ 4.7	$ 22.5	$ (10.2)
U.S. pension plans [Member]
Change in benefit obligation:
Projected benefit obligation at beginning of period	54.8	55.1
Service cost	1.1	1.0	1.5
Interest cost	4.8	2.8	3.1
Actuarial (gain) loss	10.2	(1.9)
Benefits paid	(9.3)	(2.2)
Acquisition of Diversey	150.5
Projected benefit obligation at end of period	212.1	54.8	55.1
Change in plan assets:
Fair value of plan assets at beginning of period	40.8	37.9
Actual gain on plan assets	7.5	3.9
Employer contributions	4.4	1.2
Benefits paid	(9.3)	(2.2)
Acquisition of Diversey	127.8
Fair value of plan assets at end of period	171.2	40.8	37.9
Underfunded status at end of year	(40.9)	(14.0)
Components of net periodic benefit cost
Service cost	1.1	1.0	1.5
Interest cost	4.8	2.8	3.1
Expected return on plan assets	(5.1)	(2.7)	(2.6)
Amortization of net prior service cost	0.2	0.3	0.5
Amortization of net actuarial loss	1.3	1.2	1.4
Net periodic benefit cost	2.3	$ 2.6	$ 3.9
Amounts in accumulated other comprehensive loss, net of taxes, not yet recognized
Unrecognized prior service costs	0.5
Unrecognized net actuarial loss	23.7
Total	24.2
Changes in plan assets and benefit obligations recognized in other comprehensive loss
Current year actuarial gain	7.8
Amortization of actuarial loss	(1.3)
Recognition of deferred pension items, net of taxes	(0.2)
Total recognized in other comprehensive loss	6.3
Amounts in accumulated other comprehensive loss expected to be recognized in next fiscal year
Unrecognized prior service costs	0.2
Unrecognized net actuarial loss	2.0
Total	2.2
Information for plans with accumulated benefit obligations in excess of plan assets
Accumulated benefit obligation	207.5
Fair value of plan assets	$ 171.2

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details 1) - U.S. pension plans [Member] - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Weighted average assumptions used to determine benefit obligations
Discount rate	4.60%	5.40%
Rate of compensation increase	3.50%	3.50%
Weighted average assumptions used to determine net periodic benefit cost
Discount rate	4.90%	5.50%	6.00%
Expected long-term rate of return	6.70%	7.30%	8.00%
Rate of compensation increase	3.50%	3.50%	3.50%
Estimated Future Benefit Payments
2012	$ 11.4
2013	12.8
2014	11.7
2015	12.4
2016	14.7
2017-2021	71.7
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	171.2	$ 40.8	$ 37.9
U.S. equity index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	4.2
U.S. bond index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	96.4
Short-term investment fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	64.8
Fair Value, Inputs, Level 1 [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 1 [Member] \| U.S. equity index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 1 [Member] \| U.S. bond index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 1 [Member] \| Short-term investment fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 2 [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	165.9
Fair Value, Inputs, Level 2 [Member] \| U.S. equity index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	4.2
Fair Value, Inputs, Level 2 [Member] \| U.S. bond index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	96.4
Fair Value, Inputs, Level 2 [Member] \| Short-term investment fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	64.8
Fair Value, Inputs, Level 3 [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	5.3
Fair Value, Inputs, Level 3 [Member] \| U.S. equity index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 3 [Member] \| U.S. bond index fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	0.0
Fair Value, Inputs, Level 3 [Member] \| Short-term investment fund [Member]
Fair values of pension plan assets, by asset category and level of fair values
Fair value of plan assets	$ 0.0

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details 2) - Non-U.S. pension plans [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Change in benefit obligation:
Projected benefit obligation at beginning of period	$ 285.9	$ 289.7
Service cost	8.6	5.5	$ 6.2
Interest cost	23.1	15.5	14.4
Actuarial (gain) loss	24.3	(9.0)
Settlement/curtailment	(6.9)	(2.3)
Benefits paid	(20.7)	(13.0)
Plan participants contributions, plan assets	2.3	1.4
Other	3.0	(1.3)
Foreign exchange impact	4.8	(0.6)
Acquisition of Diversey	614.0
Projected benefit obligation at end of period	928.8	285.9	289.7
Change in plan assets:
Fair value of plan assets at beginning of period	218.3	204.0
Actual gain on plan assets	31.9	15.8
Employer contributions	23.5	9.3
Plan participants contributions, plan assets	2.3	1.4
Benefits paid	(20.7)	(13.0)
Assets transferred to defined contribution plan	0.0
Settlement	(7.0)	(0.8)
Other	4.1	(1.9)
Foreign exchange impact	(2.8)	3.5
Acquisition of Diversey	501.2
Fair value of plan assets at end of period	750.8	218.3	204.0
Underfunded status at end of year	(178.0)	(67.6)
Amounts included in consolidated balance sheets
Other assets	62.3	6.1
Other current liabilities	(5.1)	(2.6)
Other liabilities	(235.2)	(71.1)
Net amount recognized	(178.0)	(67.6)
Components of net periodic benefit cost
Service cost	8.6	5.5	6.2
Interest cost	23.1	15.5	14.4
Expected return on plan assets	(21.8)	(13.0)	(10.9)
Amortization of net prior service cost	0.1	0.1	0.1
Amortization of net actuarial loss	4.2	7.8	6.9
Net periodic benefit cost	14.2	$ 15.9	$ 16.7
Amounts in accumulated other comprehensive loss, net of taxes, not yet recognized
Unrecognized prior service costs	0.5
Unrecognized net actuarial loss	62.1
Total	$ 62.6

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details 3) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Changes in plan assets and benefit obligations recognized in other comprehensive loss
Recognition of deferred pension items, net of taxes	$ 4.7	$ 22.5	$ (10.2)
Non-U.S. pension plans [Member]
Changes in plan assets and benefit obligations recognized in other comprehensive loss
Current year actuarial gain	14.2
Amortization of actuarial loss	(4.2)
Recognition of deferred pension items, net of taxes	(0.1)
Settlement/curtailment loss	(2.6)
Other	(1.1)
Effects of changes in foreign currency exchange rates	(0.2)
Total recognized in other comprehensive loss	6.0
Amounts in accumulated other comprehensive loss expected to be recognized in next fiscal year
Unrecognized prior service costs	0.0
Unrecognized net actuarial loss	4.9
Total	4.9
Information for plans with accumulated benefit obligations in excess of plan assets
Accumulated benefit obligation	504.9
Fair value of plan assets	$ 299.8
Weighted average assumptions used to determine benefit obligations
Discount rate	4.30%	5.70%
Rate of compensation increase	2.80%	3.50%
Weighted average assumptions used to determine net periodic benefit cost
Discount rate	4.60%	5.60%	6.00%
Expected long-term rate of return	5.80%	6.80%	6.60%
Rate of compensation increase	2.90%	3.90%	3.60%
Estimated Future Benefit Payments
2012	$ 40.6
2013	43.5
2014	39.3
2015	42.8
2016	45.0
2017-2021	$ 230.3

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details 5) - Non-U.S. pension plans [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of plan asset measured using Level 3 inputs
Fair value of plan assets at beginning of period	$ 218.3	$ 204.0
Employer contributions	23.5	9.3
Plan participants contributions, plan assets	2.3	1.4
Actual return on asset	31.9	15.8
Benefits paid	(20.7)	(13.0)
Foreign exchange impact	(2.8)	3.5
Fair value of plan assets at end of period	750.8	218.3
Insurance asset [Member]
Reconciliation of plan asset measured using Level 3 inputs
Fair value of plan assets at end of period	15.4
Level 3 [Member]
Reconciliation of plan asset measured using Level 3 inputs
Fair value of plan assets at end of period	51.7
Level 3 [Member] \| Insurance asset [Member]
Reconciliation of plan asset measured using Level 3 inputs
Fair value of plan assets at beginning of period	14.6
Employer contributions	1.0
Plan participants contributions, plan assets	0.4
Actual return on asset	(0.3)
Benefits paid	(0.2)
Foreign exchange impact	(0.1)
Fair value of plan assets at end of period	$ 15.4	$ 14.6

Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Details Textual) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Textual) [Abstract]
Expected cash contribution to benefit plan	$ 4.0
Profit Sharing Retirement Savings Plans and Defined Benefit Pension Plans (Additional Textual) [Abstract]
Provisions charged from operations for the profit sharing plan and retirement savings plans	$ 32.0	$ 27.0	$ 38.0
Contribution of common stock to profit sharing plan	0.0	0.3
Equity securities minimum	40.00%
Equity securities maximum	50.00%
Percentage of equity allocation, maximum	70.00%
Fixed income minimum	50.00%
Fixed income maximum	60.00%
Percentage of fixed income allocation, maximum	30.00%
Minimum percentage of invested in real estate funds	90.00%
Maximum amount invested in alternative investments	$ 0.5
U.S. pension plans [Member]
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Textual) [Abstract]
Other liabilities	41.0	$ 14.0
Non-U.S. pension plans [Member]
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Textual) [Abstract]
Expected cash contribution to benefit plan	$ 35.0

Other Post-Employment Benefits and Other Employee Benefit Plans (Details) - Other Postretirement Benefit Plans Legacy Diversey [Member] $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($)
Change in benefit obligation:
Projected benefit obligation at beginning of period		$ 0.0
Service cost	$ 0.3	0.3
Interest cost	0.8	0.8
Plan participants contributions, benefit obligation		0.0
Actuarial (gain) loss		3.9
Benefits paid		(1.2)
Loss due to exchange rate movements		0.1
Acquisition of Diversey		81.2
Plan Amendments		(14.0)
Projected benefit obligation at end of period	71.1	71.1
Change in plan assets:
Fair value of plan assets at beginning of period		0.0
Employer contributions		1.2
Plan participants contributions, plan assets		0.0
Benefits paid		(1.2)
Fair value of plan assets at end of period	71.1	71.1
Net amount recognized:
Funded status	(71.1)	(71.1)
Net amount recognized in consolidated balance sheets consists of:
Current liability	(4.7)	(4.7)
Noncurrent liability	(66.4)	(66.4)
Net amount recognized	(71.1)	(71.1)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Actuarial loss	3.9	3.9
Prior service credit	(13.9)	(13.9)
Total	$ (10.0)	$ (10.0)

Other Post-Employment Benefits and Other Employee Benefit Plans (Details 1) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($)
Other Postretirement Benefit Plans Legacy Diversey [Member]
Components of net periodic benefit cost
Service cost	$ 0.3	$ 0.3
Interest cost	0.8	0.8
Amortization of net loss	0.0
Amortization of net prior service cost	(0.1)
Curtailments, settlements and special termination benefits	0.0
Net periodic benefit cost	1.0
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Actuarial loss	3.9	3.9
Prior service (credit) cost	(13.9)	(13.9)
Transition (asset) obligation	0.0	0.0
Other Postretirement Benefit Plans Legacy Sealed Air [Member]
One percentage point change on assumed healthcare cost
Effect on total of service and interest cost components, one Percentage Point Increase		0.1
Effect on total of service and interest cost components, one Percentage Point Decrease		(0.1)
Effect on post-retirement benefit obligation, one Percentage Point Increase		2.7
Effect on post-retirement benefit obligation, one Percentage Point Increase		(2.9)
Estimated Future Benefit Payments
2012	4.8	4.8
2013	4.8	4.8
2014	5.0	5.0
2015	4.8	4.8
2016	4.6	4.6
2017-2021	$ 25.3	$ 25.3

Other Post-Employment Benefits and Other Employee Benefit Plans (Details Textual) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($) Age	Dec. 31, 2010 USD ($)
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans and Other Post-Employment Benefits and Other Employee Benefit Plans [Abstract]
Accrued benefit liability associated with subsidies	$ 3	$ 3	$ 3
Discretionary profit sharing plan expense	$ 0
Other Postretirement Benefit Plans Legacy Diversey [Member]
Defined Benefit Plan Disclosure [Line Items]
Minimum age of employee for entitlement of other postretirement benefit plans \| Age		50
Amortization period of transition obligation		20 years
Accumulated post-retirement benefit obligations, weighted-average discount rate		46.00%
International Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Health care cost trend rate assumed		4.00%
U.S. Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Health care cost trend rate assumed		8.00%
Health care cost trend rate downgraded by 2018		5.00%
Canada Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Health care cost trend rate assumed		9.00%
Health care cost trend rate downgraded by 2018		5.00%

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Components of earnings before income tax provision
Domestic	$ (73.6)	$ 84.0	$ 127.3
Foreign	289.7	259.4	202.6
Earnings before income tax provision	$ 216.1	$ 343.4	$ 329.9

Income Taxes (Details 1) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details 1) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Current tax expense:
Federal	$ 37.0	$ 22.1	$ 35.8
State and local	5.9	5.6	7.1
Foreign	79.7	63.1	59.3
Total current	122.6	90.8	102.2
Deferred tax (benefit), expense:
Federal	(54.4)	2.1	(4.6)
State and local	(5.3)	(2.1)	(0.5)
Foreign	4.1	(3.3)	(11.5)
Total deferred tax benefit	(55.6)	(3.3)	(16.6)
Total provision	$ 67.0	$ 87.5	$ 85.6

Income Taxes (Details 2) - USD ($)	Dec. 31, 2011	Dec. 31, 2010
Components of deferred tax assets (liabilities)
Settlement agreement and related accrued interest	$ 383,800,000	$ 367,900,000
Restructuring reserves	10,800,000	0
Accruals not yet deductible for tax purposes	72,500,000	17,000,000
Net operating loss carry forwards	124,500,000	33,900,000
Foreign, federal and state credits and investment tax allowances	130,200,000	9,200,000
Employee benefit items	145,000,000	57,200,000
Other	1,000,000	4,200,000
Gross deferred tax assets	867,800,000	489,400,000
Valuation allowance	(219,100,000)	(43,100,000)
Total deferred tax assets	648,700,000	446,300,000
Depreciation and amortization	(73,400,000)	(48,200,000)
Unremitted foreign earnings	(149,800,000)	(47,100,000)
Inventories	0	(4,700,000)
Intangibles	(599,000,000)	(20,200,000)
Other	(14,900,000)	(13,300,000)
Total deferred tax liabilities	(837,100,000)	(133,500,000)
Net deferred tax assets (liabilities)	$ (188,400,000)	$ 312,800,000

Income Taxes (Details 3)	12 Months Ended
Income Taxes (Details 3)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Federal statutory corporate tax rate reconciles to effective income tax rate
Statutory U.S. federal tax rate	35.00%	35.00%	35.00%
State income taxes, net of federal tax benefit	0.30%	0.60%	1.50%
Foreign earnings taxed at lower effective rates	(6.30%)	(9.20%)	(8.70%)
Nondeductible acquisition costs	2.50%
U.S. domestic manufacturing deduction	(2.40%)	(1.10%)	(1.00%)
Net change in unrecognized tax benefits	0.40%		1.70%
Other	1.50%	0.20%	(2.60%)
Effective income tax rate	31.00%	25.50%	25.90%

Income Taxes (Details 4) $ in Millions	12 Months Ended
Income Taxes (Details 4) $ in Millions	Dec. 31, 2011 USD ($)
Unrecognized tax benefits and the effect on effective income tax rate
Unrecognized Tax Benefits, Beginning Balance, Goss	$ 72.5
Unrecognized tax benefits, Beginning balance, net	64.7
Additions relating to the acquisition of Diversey, Gross	182.7
Additions relating to acquisition of Diversey, Net	182.7
Additions for tax positions of prior years, gross	2.7
Additions for tax positions of prior years, net	2.7
Reductions for tax positions of prior years, gross	(3.4)
Reductions for tax positions of prior years, net	(3.4)
Unrecognized Tax Benefits, Ending Balance, Gross	254.5
Unrecognized tax benefits, Ending balance, net	$ 246.7

Income Taxes (Details Textual) - USD ($) $ / shares in Units, shares in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Additional Income Taxes (Textual) [Abstract]
Number of common shares	18
Post-split price of common shares	$ 17.86
Gross deferred tax assets	$ 867,800,000	$ 489,400,000
Valuation allowance	(219,100,000)	(43,100,000)
Valuation allowance, tax-effected basis	110,000,000
Valuation allowance, foreign net operating loss carry forwards	124,500,000	33,900,000
Foreign and federal tax credits and investment tax allowances	104,000,000
State net operating loss carry forwards	908,000,000
State net operating loss on tax effected basis	42,000,000
State tax credits	13,000,000
Valuation allowance due	162,000,000
Valuation allowance charged to costs and expenses	3,000,000
Net increase in deferred tax assets	$ 11,000,000
Percentage increase in deferred tax assets	100.00%
Increase (decrease) in valuation allowance	$ 176,000,000	(4,000,000)	$ 7,000,000
Income tax effects allocated directly to equity deferred income tax	6,000,000	(5,000,000)	$ 4,000,000
Decrease in income tax provision if unrecognized tax benefits were recognized	201,000,000
Unrecognized interest and penalties	32,000,000	4,000,000
Unrecognized penalties	15,000,000	$ 2,000,000
Interest and penalties, gross recognized in connection	1,500,000
Interest and penalties, net recognized in connection	1,500,000
Interest and penalties, gross reserved in connection	500,000
Interest and penalties, net reserved in connection	$ 500,000
State net operating loss carryforwards expire	one to 20 years
State tax credit carryforwards expire	over one to 20 years
Reduction in unrecognized tax benefits	$ 20,000,000
Federal [Member]
Operating Loss Carryforwards [Line Items]
2015	8,000,000
2016	20,000,000
2017 and beyond	60,000,000
Foreign and federal foreign tax credit carryforwards	$ 108,000,000
Maximum [Member]
Income Taxes (Textual) [Abstract]
Examination of income tax return	5 years
Income tax return in foreign jurisdictions	5 years
Minimum [Member]
Income Taxes (Textual) [Abstract]
Examination of income tax return	3 years
Income tax return in foreign jurisdictions	3 years
Foreign [Member]
Operating Loss Carryforwards [Line Items]
Foreign net operating loss carryforwards	$ 409,000,000
2012	2,000,000
2013	20,000,000
2014	7,000,000
2015	22,000,000
2016	15,000,000
2017 and Beyond	84,000,000
No expiration	259,000,000
State [Member]
Operating Loss Carryforwards [Line Items]
Foreign net operating loss carryforwards	908,000,000
Foreign and federal foreign tax credit carryforwards	13,000,000
No expiration	$ 20,000,000

Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2011 USD ($)
Estimated future cash outlays related to principal contractual obligations
2012	$ 138.8
2013	78.3
2013	20.7
2015	13.8
2016	1.7
Total	253.3
Operating Leases, Future Minimum Payments Due [Abstract]
2012	81.8
2013	57.2
2014	37.5
2015	24.8
2016	17.3
Thereafter	40.3
Total	$ 258.9

Commitments and Contingencies (Details Textual)	1 Months Ended		12 Months Ended
Commitments and Contingencies (Details Textual)	Mar. 31, 2007 shares	Feb. 28, 2002 USD ($)	Dec. 31, 2011 USD ($) shares	Dec. 31, 2010 USD ($) shares	Dec. 31, 2009 USD ($)	Dec. 31, 2002 USD ($)	Sep. 19, 2008 Trust	Dec. 05, 2002 $ / shares
Commitments and Contingencies (Textual) [Abstract]
Settlement agreement pre-tax charge						$ 850,000,000
Charge covering a cash payment that will be required to make under settlement agreement upon the effectiveness of an appropriate plan of reorganization						513,000,000
Percentage of annual interest that accrues on settlement agreement charges from December 31 2002 to the date of payment			5.50%
Accrued interest compounded annually included in settlement agreement and related accrued interest			$ 319,000,000	$ 275,000,000
Non cash charges at fair value market						322,000,000
Number of shares of company's common stock that is charged and expected to be issued under Settlement agreement upon the effectiveness of an appropriate plan of reorganization \| shares			9,000,000
Adjustment of company's common stock that is charged and expected to be issued under settlement agreement	To eighteen million shares due to our two-for-stock split in March 2007
Amount per common share pre split \| $ / shares								$ 35.72
Amount per common share post split \| $ / shares								$ 17.86
Par value of common stock reserved for issuance related to the settlement agreement						900,000
Excess of the aggregate fair value market over aggregated par value of common shares.						321,000,000
Number of shares of common stock reserved for issuance related to the settlement \| shares	18,000,000		18,000,000	18,000,000
Legal and related fees related to Settlement agreement						$ 16,000,000
Settlement agreement and related costs			$ (900,000)	$ (600,000)	$ (1,800,000)
Establishment of asbestos trust under section 524(g) \| Trust							2
Voting declaration with respect to the PI Settlement Plan			According to the Voting Declaration, with respect to each class of claims designated as impaired by Grace, the PI Settlement Plan has been approved by holders of at least two-thirds in amount and more than one-half in number (or for classes voting for purposes of Section 524(g) of the Bankruptcy Code, at least 75% in number) of voted claims
Percentage of Holders Approving PI Settlement Plan Under Bankruptcy Code			75.00%
Charges accrued for potential liabilities		$ 172,000,000
Principal contractual obligations including agreements to purchase an estimated amount of goods, including raw materials, or services			$ 253,300,000
Net rental expense			$ 53,000,000	$ 35,000,000	$ 42,000,000

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended			36 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Summary of cash dividends paid
Total Cash Dividends Paid	$ 87.4	$ 79.7	$ 75.7	$ 242.8
Dividends per common share	$ 0.52	$ 0.50	$ 0.48

Stockholders' Equity (Details 1) - shares	1 Months Ended	12 Months Ended
Stockholders' Equity (Details 1) - shares	Feb. 28, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Changes in common stock:
Number of shares, beginning of year		169,272,636	168,749,681	168,111,815
Stock Issued During Period, Shares, Acquisitions		31,699,946
Number of shares issued, end of year		202,528,616	169,272,636	168,749,681
Changes in common stock in treasury:
Number of shares held, beginning of year		9,967,129	9,811,507	10,229,288
Purchase of shares during the period		0	429,458
Profit sharing contribution partially paid in stock		0	(346,362)	(535,000)
Restricted stock repurchased, withheld or forfeited		499,302	72,526	117,219
Number of shares held, end of year		10,466,431	9,967,129	9,811,507
2005 Contingent stock plan [Member]
Changes in common stock:
Restricted stock shares and units issued		308,650	403,360	516,650
Shares issued for vested restricted stock units		90,100	94,200	101,300
2002 Directors Stock Plan [Member]
Changes in common stock:
Shares granted and issued		18,630	12,500	16,289
Restricted Stock SLO Awards [Member]
Changes in common stock:
Restricted stock shares and units issued		24,515	12,895	3,627
Restricted Stock SLO Awards [Member] \| 2005 Contingent stock plan [Member]
Changes in common stock:
Restricted stock shares and units issued		6,080	12,895	3,627
2009 Two-year PSU Awards [Member]
Changes in common stock:
Stock shares issued in Diversey acquisition [includes fractional]	1,114,139	1,114,139
2009 Two-year PSU Awards [Member] \| 2005 Contingent stock plan [Member]
Changes in common stock:
Restricted stock shares and units issued		1,114,139

Stockholders' Equity (Details 2) - 2005 Contingent stock plan [Member] - $ / shares	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Non-vested awards under the 2005 Contingent Stock Plan
Restricted stock shares issued for new awards	308,650	403,360	516,650
Restricted stock units awarded	(90,100)	(94,200)	(101,300)
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, beginning of year	$ 21.46	$ 16.33
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, Ending of year	$ 24.93	$ 21.46	$ 16.33
Restricted Stock [Member]
Non-vested awards under the 2005 Contingent Stock Plan
Number of shares available, beginning of year	1,188,346
Restricted stock shares issued for new awards	308,650	403,360	516,650
Restricted stock units awarded	(271,936)
Restricted stock shares forfeited	(41,400)	(19,133)	(38,431)
Number of shares available, end of year	1,183,660	1,188,346
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, beginning of year	$ 19.78
Restricted stock for new awards Weighted- Average per Share Market Value on Grant Date during the year	25.30
Restricted stock vested Weighted- Average per Share Market Value on Grant Date during the year	23.45
Restricted stock forfeited Weighted- Average per Share Market Value on Grant Date during the year	17.44
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, Ending of year	$ 20.45	$ 19.78
Restricted Stock Units (RSUs) [Member]
Non-vested awards under the 2005 Contingent Stock Plan
Number of shares available, beginning of year	301,950
Restricted stock shares issued for new awards	133,650	115,150	106,200
Restricted stock units awarded	(90,100)
Restricted stock shares forfeited	(3,500)	(12,500)	(19,700)
Number of shares available, end of year	342,000	301,950
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, beginning of year	$ 20.13
Restricted stock for new awards Weighted- Average per Share Market Value on Grant Date during the year	24.40
Restricted stock vested Weighted- Average per Share Market Value on Grant Date during the year	22.51
Restricted stock forfeited Weighted- Average per Share Market Value on Grant Date during the year	20.37
Number of non-vested restricted stock Weighted- Average per Share Market Value on Grant Date, Ending of year	$ 21.17	$ 20.13
Cash Awards [Member]
Non-vested awards under the 2005 Contingent Stock Plan
Number of shares available, beginning of year	51,000
Restricted stock shares issued for new awards	30,550
Restricted stock units awarded	(22,200)
Restricted stock shares forfeited	(1,300)
Number of shares available, end of year	58,050	51,000

Stockholders' Equity (Details 3) - $ / shares	12 Months Ended
Stockholders' Equity (Details 3) - $ / shares	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Restricted Stock SLO Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued for new awards	(24,515)	(12,895)	(3,627)
2005 Contingent stock plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available, beginning of year	4,997,297	5,578,005	6,078,597
Restricted stock shares issued for new awards	(308,650)	(403,360)	(516,650)
Restricted stock units awarded	(90,100)	(94,200)	(101,300)
Weighted average per share market value of awards on grant date	$ 24.93	$ 21.46	$ 16.33
2005 Contingent stock plan [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional restricted stock shares available due to the 2005 Contingent Stock Plan	4,000,000	0	0
Restricted stock shares issued for new awards	(308,650)	(403,360)	(516,650)
Restricted stock units awarded	(271,936)
Restricted stock shares forfeited	41,400	19,133	38,431
Restricted stock shares withheld for taxes	457,902	53,393	78,788
Weighted average per share market value of awards on grant date	$ 20.45	$ 19.78
2005 Contingent stock plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued for new awards	(133,650)	(115,150)	(106,200)
Restricted stock units awarded	(90,100)
Restricted stock shares forfeited	3,500	12,500	19,700
Weighted average per share market value of awards on grant date	$ 21.17	$ 20.13
2005 Contingent stock plan [Member] \| Restricted Stock SLO Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued for new awards	(6,080)	(12,895)	(3,627)
2005 Contingent stock plan [Member] \| Restricted Stock Units RSU SLO Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued for new awards	(28,516)	(134,329)	(11,034)
2005 Contingent stock plan [Member] \| 2009 Two-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock shares issued for new awards	(1,114,139)

Stockholders' Equity (Details 4) - 2002 Directors Stock Plan [Member] - $ / shares	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Summary of Changes in Shares Available for Directors Stock Plan [Abstract]
Number of shares available, beginning of year	49,548	74,120	97,390
Additional shares available due to 2011 amendment to the Directors stock plan	200,000
Shares granted and issued	(18,630)	(12,500)	(16,289)
Shares granted and deferred	(7,762)	(12,072)	(6,981)
Number of shares available, end of year	223,156	49,548	74,120
Weighted average per share market value of awards on grant date	$ 25.77	$ 21.72	$ 19.34

- Definition

The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units.

+ References + Details

Stockholders' Equity (Details 5) - USD ($) $ in Millions	12 Months Ended
Stockholders' Equity (Details 5) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Total Share-based Compensation expense
Total share-based compensation	$ 25.0	$ 30.6	$ 38.8
Associated tax benefits recognized	9.3	11.3	14.5
2011 Three-year PSU Awards [Member]
Total Share-based Compensation expense
Total share-based compensation	3.0
2010 Three-year PSU Awards [Member]
Total Share-based Compensation expense
Total share-based compensation	6.0	3.0
2009 Two-year PSU Awards [Member]
Total Share-based Compensation expense
Total share-based compensation	(0.7)	10.4	14.1
2009 Three-year PSU Awards [Member]
Total Share-based Compensation expense
Total share-based compensation	7.4	7.0	9.4
SLO Awards [Member]
Total Share-based Compensation expense
Total share-based compensation	0.3	1.0	2.9
Other long-term share-based incentive compensation programs [Member]
Total Share-based Compensation expense
Total share-based compensation	$ 9.0	$ 9.2	$ 12.4

Stockholders' Equity (Details 6) $ in Millions	Dec. 31, 2011 USD ($)
Estimated amount of share-based compensation expense
2012	$ 15.9
2013	8.1
2014	1.5
Total	25.5
2011 Three-year PSU Awards [Member]
Estimated amount of share-based compensation expense
2012	2.9
2013	2.8
2014	0.0
Total	5.7
2010 Three-year PSU Awards [Member]
Estimated amount of share-based compensation expense
2012	4.1
2013	0.0
2014	0.0
Total	4.1
SLO Awards [Member]
Estimated amount of share-based compensation expense
2012	0.1
2013	0.0
2014	0.0
Total	0.1
Other long-term share-based incentive compensation programs [Member]
Estimated amount of share-based compensation expense
2012	8.8
2013	5.3
2014	1.5
Total	$ 15.6

Stockholders' Equity (Details Textual)	1 Months Ended		12 Months Ended
Stockholders' Equity (Details Textual)	Feb. 29, 2012 $ / shares	Feb. 28, 2011 shares	Dec. 31, 2011 USD ($) yr $ / shares shares	Dec. 31, 2010 USD ($) $ / shares shares	Dec. 31, 2009 USD ($) $ / shares shares	Jan. 31, 2012 shares	May 31, 2011 shares	Mar. 11, 2011 $ / shares	Mar. 08, 2011 $ / shares	Mar. 08, 2010 $ / shares	Dec. 31, 2008 shares
Stockholders' Equity (Textual) [Abstract]
Issuance of Additional Shares under Amended 2005 Contingent Stock Plan			3
Liabilities related to Cash awards \| $			$ 500,000
Additional Stockholders' Equity (Textual) [Abstract]
Dividends declared per common share \| $ / shares	$ 0.13
Estimated dividend payment \| $			$ 25,000,000
Common stock issued			202,528,616	169,272,636	168,749,681	192,000,000					168,111,815
Common stock outstanding			192,062,185	159,305,507		192,000,000
Weighted average remaining contractual life of non vested restricted stock shares \| yr			1.3
Weighted average remaining contractual life of non vested restricted stock units \| yr			1.5
Weighted average remaining contractual life of non vested cash awards \| yr			1.7
Excess of fair value over share issue price \| $			$ 700,000	$ 500,000	$ 500,000
Period in the beginning of each year to award Performance Share Unit			90 days
Dividends paid per common share \| $ / shares			$ 0.52	$ 0.50	$ 0.48
Cash dividend paid of current quarter in available cash \| $			$ 87,400,000	$ 79,700,000	$ 75,700,000
2005 Contingent stock plan [Member]
Stockholders' Equity (Textual) [Abstract]
Per share price of common stock \| $ / shares			$ 24.93	$ 21.46	$ 16.33
Acquired stock under 2005 contingent stock plan		408,751
Shares Withheld for Minimum Tax Obligation in Treasury Stock at Fair Value \| $			$ 12,000,000
2002 Directors Stock Plan [Member]
Stockholders' Equity (Textual) [Abstract]
Increase number of shares of common stock reserved for issuance under the plan			200,000
Per share price of common stock \| $ / shares			$ 25.77	$ 21.72	$ 19.34
2002 Directors Stock Plan amended [Member]
Stockholders' Equity (Textual) [Abstract]
Number of shares of common stock reserved for issuance							400,000
PSU awards [Member]
Stockholders' Equity (Textual) [Abstract]
Dividends accrued in other current liabilities \| $			$ 2,600,000
2011 Three-year PSU Awards [Member]
Stockholders' Equity (Textual) [Abstract]
Targeted number of common stock shares to be earned under the performance incentive plan			384,714
Increase or decrease in the number of shares earned for each participant based on the performance			up to 10% of target level
Aggregate increase or decrease in the number of shares earned for all participants based on the performance			38,471
Recordable incident rate to be achieved under additional goal			1.20 or better
Per share price of common stock \| $ / shares								$ 26.18
Target level for the determination of performance goals and measures			100.00%
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level			192,357
Targeted number of common stock shares to be earned under performance incentive plan at volume target level			142,344
Percentage targeted number of common stock shares net of forfeiture related to volume goal			74.00%
2011 Three-year PSU Awards [Member] \| Maximum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			200.00%
2011 Three-year PSU Awards [Member] \| Minimum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			0.00%
2010 Three-year PSU Awards [Member]
Stockholders' Equity (Textual) [Abstract]
Targeted number of common stock shares to be earned under the performance incentive plan			416,160
Increase or decrease in the number of shares earned for each participant based on the performance			up to 10% of target level
Aggregate increase or decrease in the number of shares earned for all participants based on the performance			41,616
Recordable incident rate to be achieved under additional goal			1.20 or better
Per share price of common stock \| $ / shares									$ 20.88
Target level for the determination of performance goals and measures			100.00%
Maximum level for the determination of performance goals and measures			200.00%
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level			208,080
Targeted number of common stock shares to be earned under performance incentive plan at volume target level			416,160
2010 Three-year PSU Awards [Member] \| Maximum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			200.00%
2010 Three-year PSU Awards [Member] \| Minimum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			0.00%
2009 Three-year PSU Awards [Member]
Stockholders' Equity (Textual) [Abstract]
Targeted number of common stock shares to be earned under the performance incentive plan			578,432
Increase or decrease in the number of shares earned for each participant based on the performance			up to 10% of target level
Aggregate increase or decrease in the number of shares earned for all participants based on the performance			57,843
Recordable incident rate to be achieved under additional goal			1.30 or better
Per share price of common stock \| $ / shares										$ 20.88
Maximum level for the determination of performance goals and measures			200.00%
Shares at maximum level, net of forfeitures			1,156,865
Share price related to additional goals \| $ / shares			$ 17.21
2009 Three-year PSU Awards [Member] \| Maximum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			200.00%
2009 Three-year PSU Awards [Member] \| Minimum [Member]
Stockholders' Equity (Textual) [Abstract]
Shares to be issued as a percentage of target shares under the performance incentive plan			0.00%
2009 Two-year PSU Awards [Member]
Stockholders' Equity (Textual) [Abstract]
Shares of common stock issued for the 2009 two-year PSU awards		1,114,139	1,114,139
SLO Awards [Member]
Stockholders' Equity (Textual) [Abstract]
Incremental in annual cash bonus			25.00%
Share based compensation stock award premium			25.00%	25.00%
Restricted stock shares and restricted stock units included in SLO Award target			77,926	34,596

Net Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Numerator
Net earnings available to common stockholders	$ 149.1	$ 255.9	$ 244.3
Distributed and allocated undistributed net earnings to non-vested restricted stockholders	(0.9)	(1.6)	(1.9)
Distributed and allocated undistributed net earnings to common stockholders	148.2	254.3	242.4
Distributed net earnings-dividends paid to common stockholders	(86.8)	(79.2)	(75.6)
Allocation of undistributed net earnings to common stockholders	$ 61.4	$ 175.1	$ 166.8
Denominator
Weighted average number of common shares outstanding-basic	167.0	158.3	157.2
Basic net earnings per common share:
Distributed net earnings to common stockholders	$ 0.52	$ 0.50	$ 0.48
Allocated undistributed net earnings to common stockholders	0.37	1.11	1.06
Basic net earnings per common share:	$ 0.89	$ 1.61	$ 1.54
Numerator
Distributed and allocated undistributed net earnings to common stockholders	$ 148.2	$ 254.3	$ 242.4
Add: Allocated undistributed net earnings to non-vested restricted stockholders	0.4	1.1	1.3
Interest on 3% Convertible Senior Notes, net of taxes			4.4
Less: Undistributed net earnings reallocated to non-vested restricted stockholders	(0.3)	(1.0)	(1.2)
Net earnings available to common stockholders - diluted	$ 148.3	$ 254.4	$ 246.9
Denominator
Weighted average number of common shares outstanding-basic	167.0	158.3	157.2
Effect of assumed issuance of Settlement agreement shares	18.0	18.0	18.0
Effect of non-vested restricted stock units	0.4	0.4	0.2
Effect of conversion of 3% Convertible Senior Notes			7.2
Weighted average number of common shares outstanding-diluted	185.4	176.7	182.6
Diluted net earnings per common share	$ 0.80	$ 1.44	$ 1.35

Net Earnings Per Common Share (Details Textual) - USD ($) shares in Millions, $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Oct. 03, 2011	Jul. 19, 2009
Net Earnings Per Common Share (Textual) [Abstract]
Effect of assumed issuance of Settlement agreement shares		18.0	18.0	18.0
Convertible Senior Notes due June 2033 [Member]
Net Earnings Per Common Share (Additional Textual) [Abstract]
Debt interest rate						3.00%
Diversey Holdings Inc [Member]
Net Earnings Per Common Share (Additional Textual) [Abstract]
Cash payment received by Diversey stockholders					$ 2,098.7
Number of common stock received by Diversey stockholders	31.7

Other Expense, net (Details) - USD ($)	12 Months Ended
Other Expense, net (Details) - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Details of other income (expense), net
Interest and dividend income	$ 9,000,000	$ 8,100,000	$ 7,100,000
Net foreign exchange transaction gains (losses)	(20,000,000)	(5,900,000)	(1,100,000)
Gain on a sale of North America facility	3,900,000
Settlement agreement and related costs	(900,000)	(600,000)	(1,800,000)
Noncontrolling interests	3,200,000	2,300,000	1,800,000
Costs associated with our accounts receivable securitization program	(700,000)	(800,000)	(700,000)
Other, net	(8,400,000)	(6,000,000)	(5,400,000)
Other expense, net	$ (13,900,000)	$ (2,900,000)	$ (100,000)

- Definition

The portion of net Income or Loss attributable to the noncontrolling interest (if any) deducted in order to derive the portion attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591552-111686

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591551-111686

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Related Party Transactions (Details) $ in Millions	Dec. 31, 2011 USD ($)
Related party receivables and payables
Related party receivables	$ 7.8
Related party payables	27.5
S.C. Johnson & Son, Inc [Member]
Related party receivables and payables
Related party receivables	0.1
Related party payables	8.0
Unilever [Member]
Related party receivables and payables
Related party receivables	7.7
Related party payables	$ 19.5

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References + Details

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

Related Party Transactions (Details Textual) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2011	Oct. 03, 2011
Related Party Transactions (Textual )[Abstract]
Amounts earned under the New Agency Agreement	$ 6.0
Royalties paid under License Agreement		$ 1.0
S.C. Johnson & Son, Inc [Member]
Related Party Transaction [Line Items]
Percentage of outstanding shares of common stock owned			8.00%
Inventory purchased		11.0
Charges related to facilities services and leases		3.0
Payments Under License Agreements Governing Names and Marks		$ 1.0
Unilever [Member]
Related Party Transaction [Line Items]
Percentage of outstanding shares of common stock owned			1.00%

Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Allowance for doubtful accounts [Member]
Valuation and Qualifying Accounts and Reserves
Balance at Beginning of Year	$ 17.0	$ 17.5	$ 19.5
Charged to Costs and Expenses	8.9	6.9	6.3
Deductions	(9.8)	(6.5)	(7.2)
Foreign Currency Translation and Other	(1.3)	(0.9)	(1.1)
Balance at End of Year	14.8	17.0	17.5
Inventory obsolescence reserve [Member]
Valuation and Qualifying Accounts and Reserves
Balance at Beginning of Year	22.7	26.6	24.1
Charged to Costs and Expenses	8.8	2.1	6.2
Deductions	(9.4)	(6.5)	(8.5)
Foreign Currency Translation and Other	(0.1)	0.5	4.8
Balance at End of Year	$ 22.0	$ 22.7	$ 26.6

Label	Element	Value
Two Thousand Five Contingent Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant	7,909,064