View Filing Data

Marketing, administrative and development expenses

$ 1,900.3

$ 1,247.1

$ 5,670.3

$ 3,588.2

Cost of sales

1,256.7

911.4

3,777.3

2,619.2

Gross profit

643.6

335.7

1,893.0

969.0

429.2

179.4

1,343.8

549.0

Amortization of intangible assets

33.0

2.5

99.5

7.5

Impairment of goodwill and other intangible assets

1,334.3

1.3

24.1

4.8

30.7

Impairment of equity method investment

^[1]

36.8

(0.2)

110.1

(0.2)

Operating (loss) profit

(1,191.0)

129.9

(999.5)

382.0

Interest expense

(96.5)

(36.6)

(291.2)

(110.5)

(23.5)

Other income (expense), net

1.2

6.8

(8.5)

0.7

(Loss) earnings from continuing operations before income tax provision

(1,286.3)

100.1

(1,322.7)

272.2

Income tax (benefit) provision

(48.0)

26.4

(55.4)

73.8

Net (loss) earnings from continuing operations

(1,238.3)

73.7

(1,267.3)

198.4

Net earnings from discontinued operations, net of tax

5.9

15.3

Net (loss) earnings available to common stockholders

$ (1,232.4)

$ 73.7

$ (1,252.0)

$ 198.4

Basic

Continuing operations

$ (6.41)

$ 0.46

$ (6.58)

$ 1.24

Discontinued operations

0.03

0.08

Net (loss) earnings per common share - basic

(6.38)

0.46

(6.50)

1.24

Diluted

Continuing operations

(6.41)

0.41

(6.58)

1.11

Discontinued operations

0.03

0.08

Net (loss) earnings per common share-diluted

(6.38)

0.41

(6.50)

1.11

Dividends per common share

$ 0.13

$ 0.39

Weighted average number of common shares outstanding:

Basic

^[2],[3]

193.2

159.3

192.7

159.1

Diluted

193.2

177.9

192.7

177.5

$ 509.8

$ 529.8

$ 1,497.7

$ 1,506.6

6.0

33.5

254.4

265.5

739.7

756.2

0.9

6.7

344.0

361.2

1,034.2

1,049.8

1.5

8.1

698.5

2,113.6

26.1

56.2

93.6

$ 90.6

285.1

$ 275.6

$ 2.3

$ 5.6

[1]	Restructuring and other charges by our segment reporting structure were Food Packaging 000, -, 000, -; Food Solutions 000, -, 000, - ; Protective Packaging 000, -, 000, -; Diversey 000, (0.2), 000, (0.2); Other 000, -, 000, -; Total 000, -, 000, -. For the three months year ended for 2012 and 2011 and for the nine months year ended for 2012 and 2011 respectively.
[2]	Includes the weighted-average share impact in 2012 of 31.7 million shares issued as part of the total consideration paid in connection with the acquisition of Diversey on October 3, 2011.
[3]	Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement as defined and (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method. In calculating diluted net (loss) earnings per common share for 2012, our diluted weighted average number of common shares outstanding excludes the effect of the items mentioned above as the effect was anti-dilutive.

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net (loss) earnings available to common stockholders	$ (1,232.4)	$ 73.7	$ (1,252.0)	$ 198.4
Other comprehensive (loss) income, net of income taxes:
Recognition of deferred pension items, net of taxes of $0.3 for the three months ended September 30, 2011, $2.1 for the nine months ended September 30, 2012 and $1.0 for the nine months ended September 30, 2011	(0.2)	2.1	2.9	4.2
Unrealized gains (losses) on derivative instruments, net of taxes of $0.1 for the three months ended September 30, 2011, $0.1 for the nine months ended September 30, 2012 and $0.3 for the nine months ended September 30, 2011	0.4	(0.1)	0.2	(0.4)
Foreign currency translation adjustments	90.4	(97.9)	48.7	(12.8)
Comprehensive (loss) income, net of income taxes	$ (1,141.8)	$ (22.2)	$ (1,200.2)	$ 189.4

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.

Net of tax amount of the income statement impact of the reclassification adjustment for prior service costs recognized as a component of net period benefit cost.

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Net of tax amount, before reclassification adjustments, of the change in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Also includes an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).

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

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Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Tax on recognition of deferred pension items	$ 0.3	$ 2.1	$ 1.0
Tax on unrealized losses on derivative instruments	$ 0.1	$ 0.1	$ 0.3

Tax effect of the income statement impact of the reclassification adjustment for prior service costs recognized as a component of net period benefit cost.

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Organization and Basis of Presentation

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 540.8	$ 703.6
Receivables, net of allowance for doubtful accounts of $23.3 in 2012 and $16.2 in 2011	1,354.5	1,314.2
Inventories	861.0	777.5
Deferred tax assets	362.4	156.2
Assets held for sale	264.1	279.0
Prepaid expenses and other current assets	99.1	119.7
Total current assets	3,481.9	3,350.2
Property and equipment, net	1,233.9	1,269.2
Goodwill	3,117.4	4,209.6
Intangible assets, net	1,772.4	2,035.7
Non-current deferred tax assets	118.5	112.3
Other assets, net	453.6	455.0
Total assets	10,177.7	11,432.0
Current liabilities:
Short-term borrowings	49.0	34.5
Current portion of long-term debt	402.0	1.9
Accounts payable	545.9	554.9
Deferred tax liabilities	17.1	16.0
Settlement agreement and related accrued interest	865.5	831.2
Accrued restructuring costs	73.0	36.3
Liabilities held for sale	198.5	216.7
Other current liabilities	764.8	814.7
Total current liabilities	2,915.8	2,506.2
Long-term debt, less current portion	4,486.3	4,966.7
Non-current deferred tax liabilities	528.3	439.7
Other liabilities	546.8	567.0
Total liabilities	8,477.2	8,479.6
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2012 and 2011
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 204,493,191 in 2012 and 202,528,616 in 2011; shares outstanding; 194,422,170 in 2012 and 192,062,185 in 2011	20.5	20.3
Common stock reserved for issuance related to Settlement agreement, $0.10 par value per share, 18,000,000 shares in 2012 and 2011	1.8	1.8
Additional paid-in capital	1,685.6	1,689.6
Retained earnings	438.4	1,766.5
Common stock in treasury, 10,071,021 in 2012 and 10,466,431 in 2011	(353.1)	(375.6)
Accumulated other comprehensive loss, net of taxes:
Unrecognized pension items	(40.3)	(43.2)
Cumulative translation adjustment	(55.3)	(104.0)
Unrealized gain on derivative instruments	2.3	2.1
Total accumulated other comprehensive loss, net of taxes	(93.3)	(145.1)
Total parent company stockholders' equity	1,699.9	2,957.5
Noncontrolling interests	0.6	(5.1)
Total stockholders' equity	1,700.5	2,952.4
Total liabilities and stockholders' equity	$ 10,177.7	$ 11,432.0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Receivables, net of allowance for doubtful accounts	$ 23.3	$ 16.2
Preferred stock, par value per share	$ 0.10	$ 0.10
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	204,493,191	202,528,616
Common stock, shares outstanding	194,422,170	192,062,185
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	10,071,021	10,466,431

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities from continuing operations:
Net (loss) earnings available to common stockholders	$ (1,267.3)	$ 198.4
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities from continuing operations:
Impairment of goodwill and other intangible assets	1,334.3
Depreciation and amortization	230.9	109.6
Share-based incentive compensation and profit sharing expense	31.6	31.7
Costs related to the acquisition of Diversey	4.8	30.7
Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey		(6.3)
Amortization of senior debt related items and other	14.6	0.5
Impairment of equity method investment	25.8
Provisions for (recovery of) bad debt	12.6	(1.3)
Provisions for inventory obsolescence	10.4	8.8
Deferred taxes, net	(119.8)	(10.9)
Excess tax benefit from share-based incentive compensation	(0.8)	(2.8)
Net gain on disposals of property and equipment and other	(0.9)	(2.4)
Changes in operating assets and liabilities:
Receivables, net	(62.9)	(21.9)
Inventories	(89.0)	(90.9)
Other assets, net	(34.1)	(9.2)
Accounts payable	(17.4)	10.9
Other liabilities	(8.1)	32.1
Net cash provided by operating activities from continuing operations	64.7	277.0
Cash flows from investing activities from continuing operations:
Capital expenditures for property and equipment	(97.8)	(78.1)
Businesses acquired in purchase transactions, net of cash and cash equivalents acquired	(2.6)
Proceeds from sales of property and equipment	1.4	5.0
Other investing activities	1.9	1.7
Net cash used in investing activities from continuing operations	(97.1)	(71.4)
Cash flows from financing activities from continuing operations:
Proceeds from long-term debt	18.5	1.4
Excess tax benefit from share-based incentive compensation	0.8	2.8
Payments of long-term debt	(88.6)	(6.2)
Payments of debt issuance costs		(5.3)
Acquisition of common stock for tax withholding obligations under our 2005 contingent stock plan	(9.4)	(12.8)
Net payments of short term borrowings		(0.9)
Dividends paid on common stock	(75.7)	(62.4)
Other financing payments	(1.7)	(1.0)
Net cash used in financing activities from continuing operations	(156.1)	(84.4)
Effect of foreign currency exchange rate changes on cash and cash equivalents	13.7	3.5
Net change in cash and cash equivalents from continuing operations	(174.8)	124.7
Net cash provided by operating activities from discontinued operations	16.0
Net cash used in investing activities from discontinued operations	(0.8)
Net cash used in financing activities from discontinued operations	(3.2)
Net change in cash and cash equivalents from discontinued operations	12.0
Cash and cash equivalents:
Balance, beginning of period	703.6	675.6
Net change during the period	(162.8)	124.7
Balance, end of period	540.8	800.3
Supplemental Cash Flow Information:
Interest payments, net of amounts capitalized	278.2	89.2
Income tax payments	92.4	$ 73.2
Non-cash items:
Transfers of shares of our common stock from treasury as part of our 2011 profit-sharing plan contribution	$ 18.6

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2012

(1) Organization and Basis of Presentation

Organization

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, as a result of our acquisition of Diversey Holdings, Inc. and its subsidiaries (“Diversey”) on October 3, 2011, Diversey^® brand cleaning and hygiene solutions.

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 substantially all of our business through three wholly-owned subsidiaries, Cryovac, Inc., Sealed Air Corporation (US) and Diversey, Inc. We historically have conducted our operations through the following four business segments: Food Packaging, Food Solutions, Protective Packaging, Diversey and an “Other” category. See Note 5, “Segments.”

Basis of Presentation

Our condensed consolidated financial statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of our condensed consolidated balance sheet as of September 30, 2012 and our condensed consolidated statements of operations for the three and nine months ended September 30, 2012 and 2011 have been made. The results set forth in our condensed consolidated statements of operations for the three and nine months ended September 30, 2012 and in our condensed consolidated statements of cash flows for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year. 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 condensed consolidated financial statements and information included in this Quarterly Report on Form 10-Q (“Form 10-Q”) include the financial results of Diversey for the period beginning January 1, 2012 through September 30, 2012 and as of December 31, 2011. The financial results included in this Form 10-Q related to the acquisition method accounting for the Diversey transaction have been finalized. See Note 4, “Acquisition of Diversey Holdings, Inc.,” for further information about the acquisition.

During the period between when we reported our quarterly earnings on November 2, 2012 and the filing date of this quarterly report on Form 10-Q on November 9, 2012, we revised our estimate of impairment of goodwill and other intangible assets related to our Diversey segment from $1,223.5 million ($1,194.6 million, net of taxes) to $1,334.3 million ($1,261.5 million, net of taxes) primarily due to an increase in the estimated impairment related to the Diversey trademark. See Note 8, “Goodwill and Other Identifiable Intangible Assets,” for further details of this impairment charge.

On October 30, 2012, we signed a definitive agreement to sell our Diversey operations in Japan. As a result, the operating results for Diversey Japan were reclassified to net earnings from discontinued operations, net of tax on the condensed consolidated statements of operations for the three months and nine months ended September 30, 2012, and the assets and liabilities of the Diversey Japan operations were reclassified to assets and liabilities held for sale as of September 30, 2012 and December 31, 2011. See Note 3, “Divestiture”.

Our condensed consolidated financial statements were prepared in accordance with the interim reporting requirements of the Securities and Exchange Commission, or the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America, or U.S. GAAP, have been condensed or omitted. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

We are responsible for the unaudited condensed consolidated financial statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and with the information contained in other publicly-available filings with the SEC.

During the three months ended March 31, 2012, we identified a misclassification in our December 31, 2011 consolidated balance sheet included in our 2011 Annual Report on Form 10-K. This misclassification, which has been corrected on our December 31, 2011 consolidated balance sheet included in this Form 10-Q, decreased our current deferred tax assets and non-current deferred tax liabilities by $65 million, decreasing our current deferred tax assets from $230 million to $165 million and decreasing our non-current deferred tax liabilities from $532 million to $467 million. These amounts have not been adjusted to reflect the divesture of Diversey Japan. This misclassification had no impact on our net deferred tax liability balance at December 31, 2011 and it did not impact our consolidated statements of operations or cash flows. Accordingly, we do not consider this correction to be material to our consolidated financial condition or results of operations.

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

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-Name Statement of Position (SOP)
-Number 94-6
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-Name Accounting Research Bulletin (ARB)
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Recently Issued Accounting Standards

Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2012

(2) 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 Form 10-Q.

Adopted in 2012

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04. The amendments in this ASU generally represent clarifications of fair value measurement, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. On January 1, 2012, we adopted these amendments on a prospective basis and there was no impact on our consolidated financial condition or results of operations.

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

In September 2011, the FASB issued authoritative guidance on testing goodwill for impairment that became 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. The adoption of this guidance did not impact our consolidated financial condition or results of operations.

Pending Adoption

In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvement, which makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments”. The amendments affect various codification topics and apply to all reporting entities within the scope of those topics. This standard becomes effective for us upon issuance, except for amendments that are subject to transition guidance, which will be effective for fiscal periods beginning after December 15, 2012. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This standard, which amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment, provides companies with the option to first perform a qualitative assessment before performing the two-step quantitative impairment test. If the company determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to exceed its carrying amount, then the company would not need to perform the two-step quantitative impairment test. This standard does not revise the requirement to test indefinite-lived intangible assets annually for impairment. This standard becomes effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption allowed. We do not expect the adoption of this standard will have a material effect on our consolidated financial condition or results of operations.

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which creates new disclosure requirements about the nature of an entity’s rights of offset and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The new disclosures are designed to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. We are currently evaluating the impact of ASU 2011-11 on our condensed consolidated financial statements.

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

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-Article 10

Acquisition of Diversey Holdings, Inc.

Divestiture

9 Months Ended

Sep. 30, 2012

Divestiture

(3) Divestiture

On October 30, 2012, we signed a definitive agreement to sell our Diversey operations in Japan for gross proceeds of USD equivalent $377 million, subject to customary closing conditions. The transaction is expected to be completed in the fourth quarter of 2012. The transaction is expected to generate approximately $300 million in net cash, on an after tax basis. We intend to use the cash generated from this transaction to prepay a portion of our outstanding debt. We expect to record a pre-tax gain on the sale of approximately $260 million.

We have classified the operating results from this business, together with certain costs related to the divestiture transaction, as discontinued operations, net of tax, in the condensed consolidated statements of operations for the three and nine months ended September 30, 2012. This business was acquired as part of the acquisition of Diversey on October 3, 2011 and therefore no restatement of the condensed consolidated statements of operations for the three and nine months ended September 30, 2011 is necessary. See Note 4, “Acquisition of Diversey Holdings, Inc.” Assets and liabilities of this business are classified as “held for sale” in the condensed consolidated balance sheets as of September 30, 2012 and December 31, 2011.

Summary operating results for this discontinued operation were as follows:


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Net sales	$	78.9	$	230.8

Operating profit	$	9.8	$	25.9

Earnings before income tax provision	$	9.6	$	25.0

Income tax provision	$	3.7	$	9.7

Net earnings from discontinued operations, net of tax	$	5.9	$	15.3

We do not consider the results of the Diversey Japan to be material to our condensed consolidated financial statements.

The carrying value of the major classes of assets and liabilities for these discontinued operations were as follows:


	September 30, 2012		December 31, 2011
Assets:
Cash and cash equivalents	$	12.1	$	19.2
Receivables, net		61.0		68.8
Inventories		25.6		20.6
Deferred tax assets		9.4		9.3
Prepaid expenses and other current assets		2.8		8.8
Property and equipment, net		51.7		52.9
Goodwill		11.0		10.9
Intangible assets, net		66.8		69.4
Non-current deferred tax assets		20.1		17.0
Other assets, net		3.6		2.1

Assets held for sale	$	264.1	$	279.0

Liabilities:
Accounts payable	$	59.7	$	64.1
Other current liabilities		20.7		29.9
Long-term debt, less current portion		41.0		44.2
Non-current deferred tax liabilities		30.3		27.6
Other liabilities		46.8		50.9

Liabilities held for sale	$	198.5	$	216.7

In connection with the sale, the Company will enter into several agreements. While those agreements are expected to generate future revenues and cash flows for the Company, the estimated amounts and the Company’s continuing involvement in Diversey operations in Japan are not expected to be significant to the Company as a whole.

Acquisition of Diversey Holdings, Inc.

9 Months Ended

Sep. 30, 2012

(4) Acquisition of Diversey Holdings, Inc.

Description of Transaction

On October 3, 2011, we completed the acquisition of 100% of the outstanding stock of Diversey. 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 in Note 11, “Debt and Credit Facilities.”

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.

Summary Unaudited Pro Forma Financial Information

The following table presents unaudited supplemental pro forma financial information as if the acquisition of Diversey had occurred on January 1, 2010 for the periods presented below. The pro forma results provided below have been revised to reflect the discontinued operations of the Diversey Japan business and the impact of this revision was not material to the results included below.


	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Net sales	$	1,993.4	$	5,820.9

Operating profit	$	182.6	$	507.8

Net earnings from continuing operations	$	63.9	$	138.7

Weighted average number of common shares outstanding:
Basic		191.0		190.8

Diluted		209.6		209.2

Net earnings per common share:
Basic	$	0.33	$	0.73

Diluted	$	0.30	$	0.66

There were no material non-recurring pro forma adjustments.

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).

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Segments

9 Months Ended

Sep. 30, 2012

Segments

(5) Segments

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net sales
Food Packaging	$	509.8		$	529.8		$	1,497.7		$	1,506.6
Food Solutions		254.4			265.5			739.7			756.2
Protective Packaging		344.0			361.2			1,034.2			1,049.8
Diversey		698.5			—			2,113.6			—
Other		93.6			90.6			285.1			275.6

Total	$	1,900.3		$	1,247.1		$	5,670.3		$	3,588.2

Depreciation and amortization on property, plant and equipment and intangible assets
Food Packaging	$	16.3		$	17.0		$	53.6		$	50.2
Food Solutions		8.4			8.2			24.2			23.9
Protective Packaging		6.1			6.4			17.8			19.8
Diversey		38.1			—			118.5			—
Other		6.5			5.1			16.8			15.7

Total	$	75.4		$	36.7		$	230.9		$	109.6

Operating profit—continuing operations
Food Packaging	$	68.5		$	75.4		$	174.8		$	200.3
Food Solutions		31.9			29.4			84.7			74.0
Protective Packaging		48.5			48.5			137.8			134.8
Diversey		29.6			—			42.8			—
Other		2.9			0.5			9.6			3.4

Total segments and other		181.4			153.8			449.7			412.5
Impairment of Diversey goodwill and other intangible assets		1,334.3			—			1,334.3			—
Costs related to the acquisition of Diversey		1.3			24.1			4.8			30.7
Restructuring and other charges (1)		36.8			(0.2	)		110.1			(0.2	)

Operating (loss) profit	$	(1,191.0	)	$	129.9		$	(999.5	)	$	382.0

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


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Food Packaging	$	6.0	$	33.5
Food Solutions		0.9		6.7
Protective Packaging		1.5		8.1
Diversey		26.1		56.2
Other		2.3		5.6

Total	$	36.8	$	110.1

The restructuring and other charges in 2012 primarily relate to the 2011-2014 Integration and Optimization Program. See Note 10, “Restructuring Activities.”

Assets by Reportable Segments

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


	September 30, 2012		December 31, 2011
Assets:
Trade receivables, net, and finished goods inventory, net
Food Packaging	$	443.6	$	420.4
Food Solutions		204.6		210.1
Protective Packaging		322.4		307.8
Diversey		820.3		758.3
Other		70.5		64.5

Total segments and other	$	1,861.4	$	1,761.1
Assets not allocated
Cash and cash equivalents		540.8		703.6
Property and equipment, net		1,233.9		1,269.2
Goodwill		3,117.4		4,209.6
Intangibles, net		1,772.4		2,035.7
Assets held for sale		264.1		279.0
Other		1,387.7		1,173.8

Total	$	10,177.7	$	11,432.0

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 8, “Goodwill and Identifiable Intangible Assets,” for the allocation of goodwill and the changes in goodwill balances in the nine months ended September 30, 2012 by our reporting unit structure.

New Segment Structure

In November 2011, we announced our plans to establish new business units for our segment reporting structure. The new segment reporting structure will consist of three global business units: (1) Food & Beverage, (2) Institutional & Laundry and (3) Protective Packaging. There will also be an “Other” category, which will include our legacy Medical Applications business and New Ventures. This new structure is being implemented for the fourth quarter of 2012 and will replace our existing seven business unit structure and Diversey’s legacy four region-based structure.

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.

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Property and Equipment, net

Inventories

9 Months Ended

Sep. 30, 2012

Inventories

(6) Inventories

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


	September 30, 2012			December 31, 2011
Inventories (at FIFO, which approximates replacement value):
Raw materials	$	155.0		$	150.8
Work in process		147.0			121.0
Finished goods		614.2			559.0

Subtotal (at FIFO)		916.2			830.8
Reduction of certain inventories to LIFO basis		(55.2	)		(53.3	)

Total	$	861.0		$	777.5

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 $140 million at September 30, 2012 and $121 million at December 31, 2011.

Property and Equipment, net

9 Months Ended

Sep. 30, 2012

(7) Property and Equipment, net

The following table details our property and equipment, net.


	September 30, 2012			December 31, 2011
Land and improvements	$	142.0		$	139.4
Buildings		712.0			702.3
Machinery and equipment		2,509.3			2,460.7
Other property and equipment		146.3			151.6
Construction-in-progress		97.9			103.9

		3,607.5			3,557.9
Accumulated depreciation and amortization		(2,373.6	)		(2,288.7	)

Property and equipment, net	$	1,233.9		$	1,269.2

The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment.


	Three Months Ended September 30,				Nine Months Ended September 30
	2012		2011		2012		2011

Interest cost capitalized	$	1.6	$	1.2	$	3.9	$	2.9
Depreciation and amortization expense for property and equipment		42.8		34.2		131.1		102.1

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.

Goodwill and Identifiable Intangible Assets

Goodwill and Identifiable Intangible Assets

9 Months Ended

Sep. 30, 2012

(8) Goodwill and Identifiable Intangible Assets

Goodwill

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


	Carrying Value at December 31, 2011		Purchase Price Adjustments			Impact of Foreign Currency Translation		Goodwill Impairment			Carrying Value at September 30, 2012
Food Packaging	$	391.7	$	—		$	0.7	$	—		$	392.4
Food Solutions		147.9		—			0.3		—			148.2
Protective Packaging		1,260.0		—			2.2		—			1,262.2
Diversey		2,252.7		38.2	(1)		13.0		(1,145.3	)		1,158.6
Other category		157.3		(1.6	)		0.3		—			156.0

Total	$	4,209.6	$	36.6		$	16.5	$	(1,145.3	)	$	3,117.4

(1)

Represents the purchase accounting adjustments related to the Diversey acquisition primarily reflecting changes in estimates during the measurement period related to certain legal contingencies that existed as of the acquisition date of October 3, 2011. These adjustments are not considered material to the carrying amount of goodwill or the other offsetting balance sheet line items and these adjustments had no impact to our condensed consolidated statement of operations in 2012. Therefore, we did not revise our previously reported consolidated financial statements for these adjustments.

We review goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each of our reporting units to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit’s fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit’s goodwill is less than the carrying value, the difference is recorded as an impairment loss.

The reporting units for the legacy Sealed Air business are consistent with the units identified in Note 7 of our 2011 Annual Report. The reporting units for the Diversey segment were defined by the regional geographic businesses previously reported by Diversey before our acquisition of Diversey on October 3, 2011.

During the third quarter of 2012, we determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the North America, Europe and Latin America reporting units of our Diversey segment. These indicators included the recent business performance of those reporting units, combined with the long-term market conditions and business trends within those regions.

We estimated the fair value of these three reporting units using a weighting of fair values derived from the income approach and the market approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit.

Due to the complexity and the effort required to estimate the fair value of the reporting units in step one of the impairment test and to estimate the fair value of all assets and liabilities of the reporting units in the second step of the test, the fair value estimates were derived based on preliminary assumptions and analyses that are subject to change. Based on our preliminary analyses, the implied fair value of goodwill was substantially lower than the carrying value of goodwill for the three reporting units of the Diversey segment. As a result, we recorded our best estimate of $1.1 billion for the goodwill impairment charge in the three months ended September 30, 2012, which is included in impairment of goodwill and other intangible assets in the Condensed consolidated statements of operations. Any adjustments to the estimated impairment loss following the completion of the measurement of the impairment will be recorded in the fourth quarter of 2012.

During the fourth quarter of 2012, we will perform our annual goodwill impairment review for all of our reporting units as of October 1, 2012. If there are changes in our stock price, or significant changes in the business climate or operating results of our reporting units, we may incur additional goodwill impairment charges.

Identifiable Intangible Assets

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


	September 30, 2012										December 31, 2011
	Gross Carrying Value		Accumulated Amortization			Impairment (1)			Net		Gross Carrying Value		Accumulated Amortization			Net
Customer relationships	$	965.1	$	(92.0	)		—		$	873.1	$	960.2	$	(36.6	)	$	923.6
Trademarks and trade names		882.3		(0.9	)		(189.0	)		692.4		882.3		(0.8	)		881.5
Technology		242.3		(67.1	)		—			175.2		229.9		(33.4	)		196.5
Contracts		44.3		(12.6	)		—			31.7		40.2		(6.1	)		34.1

Total	$	2,134.0	$	(172.6	)	$	(189.0	)	$	1,772.4	$	2,112.6	$	(76.9	)	$	2,035.7

(1)

During the third quarter of 2012, we determined that sufficient indicators also existed to require an interim impairment review of our trademarks and trade names. Based on our preliminary analysis, the fair value of the Diversey trademark was lower than the carrying value. As a result, we recorded an impairment of $189 million ($117 million, net of taxes), which is included in impairment of goodwill and other intangible assets on the condensed consolidated statements of operations in the three and nine months ended September 30, 2012.

These intangible assets include $714 million of intangible assets that we have determined to have indefinite useful lives, which primarily include $692 million of trademarks and trade names acquired in connection with the acquisition of Diversey and $22 million of in-process research and development primarily acquired in an acquisition in 2010.

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.

Accounts Receivable Securitization Program

Accounts Receivable Securitization Program

9 Months Ended

Sep. 30, 2012

(9) Accounts Receivable Securitization Program

We and a group of our U.S. subsidiaries maintain an accounts receivable securitization program with two banks and issuers of commercial paper administered by these banks. As of September 30, 2012, the maximum purchase limit for receivable interests was $125 million, subject to the availability limits described below.

The program, originally scheduled to mature in December 2012, was renewed in September 2012, and now matures in September 2013. 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. The amount available to us under the program was $118 million at September 30, 2012. 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 September 30, 2012 and December 31, 2011, we had no amounts outstanding under this program, and we did not utilize this program during 2012.

Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables program. We were in compliance with these ratios at September 30, 2012 and December 31, 2011.

Restructuring Activities

9 Months Ended

Sep. 30, 2012

Restructuring Activities

(10) Restructuring Activities

2011-2014 Integration and Optimization Program

In December 2011, we initiated 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) reduction in headcount, (ii) consolidation of facilities, and (iii) supply chain network optimization, and (iv) certain other capital expenditures. This program is expected to be completed by the end of 2014.

The associated costs and related restructuring charges for this program in the three and nine months ended September 30, 2012 are included in the table below.


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012		Cumulative as of September 30, 2012
Associated costs	$	2.9	$	10.3	$	10.3
Restructuring charges		37.5		110.6		162.9

Total	$	40.4	$	120.9	$	173.2

The associated costs included in the table above include asset impairments of $5 million recorded in the three months ended March 31, 2012, which were included in cost of sales on the condensed consolidated statements of operations and in our Food Packaging segment. The asset impairments relate to a planned facility closure in the U.S., which is considered an asset held for sale and is included in other current assets on our condensed consolidated balance sheet as of September 30, 2012.

The restructuring charges included in the table above primarily consisted of termination and benefits costs, including a nominal amount for the three months ended September 30, 2012 and $8 million for the nine months ended September 30, 2012 of cash-settled stock appreciation rights that were previously issued to Diversey employees as a portion of the total consideration for the acquisition of Diversey. See Note 16, “Stockholders’ Equity,” for further details of these awards. These charges were included in restructuring and other charges on the condensed consolidated statements of operations.

The restructuring accrual, spending and other activity for the nine months ended September 30, 2012 and the accrual balance remaining at September 30, 2012 were as follows:


Restructuring accrual at December 31, 2011	$	23.7
Additional accrual and accrual adjustments for severance and termination benefits		110.6
Cash payments during 2012		(57.8	)
Effect of changes in foreign currency exchange rates		(1.0	)

Restructuring accrual at September 30, 2012	$	75.5

Cumulative cash payments made in connection with this program through September 30, 2012 were $86 million. We expect to pay $68 million of the accrual balance remaining at September 30, 2012 within the next twelve months. This amount is included in accrued restructuring costs on the condensed consolidated balance sheet at September 30, 2012. The majority of the remaining accrual of $7 million is expected to be paid in 2013 with minimal amounts to be paid out in 2014 and 2015. This amount is included in other liabilities on the condensed consolidated balance sheet at September 30, 2012.

European Principal Company (“EPC”)

In May 2011, before our acquisition of Diversey, Diversey management approved, subject to successful works council consultations, plans to reorganize its European operations to function under a centralized management and supply chain model. We completed the reorganization on May 3, 2012 and the EPC, based in the Netherlands, is now centrally managing Diversey’s European operations. Diversey’s European subsidiaries are executing sales and distribution locally, and local production companies are acting as toll manufacturers.

In connection with this reorganization, we recognized associated costs of $1 million for the three months ended September 30, 2012 and $12 million for the nine months ended September 30, 2012, which are included in marketing, administrative and development expenses in the condensed consolidated statements of operations, and nominal amounts for restructuring charges for severance and termination benefits.

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.

Debt and Credit Facilities

Debt and Credit Facilities

9 Months Ended

Sep. 30, 2012

(11) Debt and Credit Facilities

Our total debt outstanding consisted of the amounts included in the table below.


	September 30, 2012		December 31, 2011
Short-term borrowings	$	49.0	$	34.5
Current portion of long-term debt, less unamortized discount of $0.1 in 2012		402.0		1.9

Total current debt		451.0		36.4

5.625% Senior Notes due July 2013, less unamortized discount of $0.3 in 2011(1)(2)		0		401.0
12% Senior Notes due February 2014(1)		154.2		156.3
Term Loan A Facility due October 2016, less unamortized lender fees of $14.7 in 2012 and $19.6 in 2011(3)		875.1		945.7
7.875% Senior Notes due June 2017, less unamortized discount of $5.7 in 2012 and $6.5 in 2011		394.3		393.5
Term Loan B Facility due October 2018, less unamortized lender fees of $18.1 in 2012 and $21.3 in 2011 and unamortized discount of $23.4 in 2012 and $26.5 in 2011(3)		1,111.2		1,118.8
8.125% Senior Notes due September 2019		750.0		750.0
8.375% Senior Notes due September 2021		750.0		750.0
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2012 and 2011		448.6		448.6
Other		2.9		2.8

Total long-term debt, less current portion		4,486.3		4,966.7

Total debt(4)	$	4,937.3	$	5,003.1

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

(2)	Our 5.625% Senior Notes mature in July 2013. Accordingly, we reclassed the carrying value of these notes to current portion of long-term debt from long-term debt, less current portion in July 2012.

(3)	In the nine months ended September 30, 2012, we prepaid our 2013 Term Loan A ($78 million) and Term Loan B ($8 million) installments.

(4)	The weighted average interest rate on our outstanding debt was 6.4% as of September 30, 2012 and 2.6% as of December 31, 2011.

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 multicurrency term loan A facility denominated in U.S. dollars, Canadian dollars, euros and Japanese yen, (“Term Loan A Facility”), (b) a multicurrency term loan B facility denominated in U.S. dollars and euros (“Term Loan B Facility”) and (c) a $700 million revolving credit facility available in U.S. dollars, Canadian dollars, euros and Australian dollars (“Revolving Credit Facility”). 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. In connection with entering into the Credit Facility, we terminated our former global credit facility and European 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. As a result, we recorded $28 million of original issuance discounts, which are included in the carrying amount of the Term Loan B Facility. 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 condensed 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 lives of the respective debt instruments. Total amortization expense related to the debt instruments above was $6 million in the three months ended September 30, 2012 and $17 million in the nine months ended September 30, 2012. These amounts are included in interest expense on our condensed consolidated statements of operations.

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 (defined below in Note 15, “Commitments and Contingencies”). We did not use our Revolving Credit Facility in the nine months ended September 30, 2012, and no amounts were outstanding as of September 30, 2012 or 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.

Lines of Credit

The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the Revolving 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.


	September 30, 2012		December 31, 2011
Used lines of credit	$	49.0	$	34.5
Unused lines of credit		991.3		1,028.7

Total available lines of credit	$	1,040.3	$	1,063.2

Available lines of credit—committed	$	703.0	$	703.9
Available lines of credit—uncommitted		337.3		359.3

Total available lines of credit	$	1,040.3	$	1,063.2

Accounts receivable securitization program—committed(1)	$	118.0	$	92.0

(1)	See Note 9, “Accounts Receivable Securitization Program,” for further details of this program.

Other Lines of Credit

Substantially all our short-term borrowings of $49 million at September 30, 2012 and $35 million at December 31, 2011 were outstanding under lines of credit available to several of our foreign subsidiaries. The following table details our other lines of credit.


	September 30, 2012		December 31, 2011
Available lines of credit	$	340.4	$	363.2
Unused lines of credit		291.3		328.7

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 specifying a maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Credit Facility). We were in compliance with the above financial covenants and limitations at September 30, 2012.

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.

Derivatives and Hedging Activities

Derivatives and Hedging Activities

9 Months Ended

Sep. 30, 2012

(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 that 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 condensed consolidated statements of operations and are largely offset by the remeasurement of the underlying foreign currency denominated items indicated above. These contracts predominantly 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 $6 million at September 30, 2012 and a net current asset of $15 million at December 31, 2011.

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 condensed consolidated statements of operations.

Net unrealized after tax gains (losses) related to these contracts that were included in other comprehensive income for the three and nine months ended September 30, 2012 and 2011 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.

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.

In the third quarter of 2012, we terminated the swaps linked to the 12% Senior Notes, although the 12% Senior Notes remained outstanding. We received cash of $2 million resulting from the gain on the termination of the swaps, which is being amortized over the remaining life of the 12% Senior Notes.

In the fourth quarter of 2011, we terminated or offset interest rate swaps on our 5.625% Senior Notes and 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 condensed consolidated statements of operations.

At December 31, 2011, we recorded a mark-to-market adjustment to record an increase of $2 million 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.

As a result of our interest rate swap agreements, interest expense was reduced by $0.2 million in the three months ended September 30, 2012, $2 million in the three months ended September 30, 2011, $0.7 million in the nine months ended September 30, 2012 and $4 million in the nine months ended September 30, 2011.

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 September 30, 2012 and December 31, 2011, 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.

Fair Value of Derivative Instruments

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


	Fair Value of Asset Derivatives(1)				Fair Value of (Liability) Derivatives(1)
	September 30, 2012		December 31, 2011		September 30, 2012			December 31, 2011
Derivatives designated as hedging instruments:
Foreign currency forward contracts (cash flow hedges)	$	—	$	0.5	$	—		$	(0.5	)
Interest rate swaps (fair value hedges)		—		2.1		—			—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		22.8		18.0		(16.8	)		(3.0	)

Total	$	22.8	$	20.6	$	(16.8	)	$	(3.5	)

(1)	Asset derivatives are included in other assets and liability derivatives are included in other liabilities.

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


	Amount of Gain (Loss) Recognized in Net Earnings on Derivatives(1)

	Three Months Ended September 30,					Nine Months Ended September 30,

	2012		2011			2012			2011
Derivatives designated as hedging instruments:
Interest rate swaps	$	—	$	1.3		$	0.4		$	3.6
Foreign currency forward contracts(2)		—		(0.1	)		(0.1	)		—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts(2)		13.6		7.2			8.0			7.8

Total	$	13.6	$	8.4		$	8.3		$	11.4

(1)	Amounts recognized on the foreign currency forward contracts were included in other income (expense), net. Amounts recognized on the interest rate swaps were included in interest expense.

(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 condensed consolidated statement of operations. The underlying foreign currency denominated items include third party and intercompany receivables and payables and interest-bearing intercompany loans. See “Foreign Currency Forward Contracts Not Designated as Hedges” above for further information.

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.

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Fair Value Measurements and Other Financial Instruments

Fair Value Measurements and Other Financial Instruments

9 Months Ended

Sep. 30, 2012

(13) Fair Value Measurements and Other Financial Instruments

Fair Value Measurements

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:

•

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.

The following table details the fair value hierarchy of our financial instruments.


September 30, 2012	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	11.0	$	—	$	11.0	$	—

Derivative financial instruments net asset:
Foreign currency forward contracts	$	6.0	$	—	$	6.0	$	—


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	$	15.0	$	—	$	15.0	$	—

Cash Equivalents

Our cash equivalents at September 30, 2012 consisted of commercial paper (fair value determined using Level 2 inputs). Our cash equivalents at December 31, 2011 consisted of commercial paper and money market accounts (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 condensed 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 condensed 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 Baa2 by Moody’s. 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 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 condensed consolidated balance sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities.

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

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

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

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


	September 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
5.625% Senior Notes due July 2013(1)	$	400.5	$	409.2	$	401.0	$	414.1
12% Senior Notes due February 2014(1)		154.2		172.6		156.3		179.8
Term Loan A Facility due October 2016(2)		875.1		875.1		945.7		945.7
7.875% Senior Notes due June 2017		394.3		430.4		393.5		426.0
Term Loan B Facility due October 2018(2)		1,111.2		1,111.2		1,118.8		1,118.8
8.125% Senior Notes due September 2019		750.0		830.4		750.0		824.5
8.375% Senior Notes due September 2021		750.0		841.2		750.0		826.9
6.875% Senior Notes due July 2033		448.6		425.2		448.6		389.3
Other foreign loans		52.8		52.2		37.8		37.4
Other domestic loans		0.6		0.6		1.4		1.3

Total debt	$	4,937.3	$	5,148.1	$	5,003.1	$	5,163.8

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

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

As of September 30, 2012, we did not have any non–financial assets and liabilities that were carried at fair value on a recurring basis in the consolidated financial statements or for which a fair value measurement was required at September 30, 2012. Included among our non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis are inventories, net property and equipment, goodwill, intangible assets, and asset retirement obligations.

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.

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Income Taxes

9 Months Ended

Sep. 30, 2012

Income Taxes

(14) Income Taxes

Effective Income Tax Rate and Income Tax Provision

Our loss before income taxes from continuing operations for the three month and nine month periods ended September 30, 2012 was reduced by an income tax benefit of $48 million and $55 million, respectively (an effective income tax benefit rate of 4% in each period). The tax benefit for the three month and nine month periods was 4% because our net loss resulted from an impairment charge, substantially all of which related to non-deductible goodwill, with no corresponding tax benefit. Our tax provision for both the three month and nine month periods benefitted from earnings in jurisdictions with low tax rates and losses in jurisdictions, such as the U.S., with high tax rates, as well as favorable settlements of certain tax disputes totaling $2 million in the three months ended September 30, 2012 and $12 million in the nine months ended September 30, 2012. The favorable factors were partially offset by losses in jurisdictions where we did not have any tax benefit due to the applicable tax rate or valuation allowances. In addition, during the three months ended September 30, 2012, we increased our valuation allowances by a total of $36 million to provide for certain foreign tax credits and net operating losses that we currently believe are not likely to be realized. This increase in our valuation allowance was offset by a reduction in our unrecognized tax benefits resulting in no material change to our tax expense for the three months ended September 30, 2012.

Our effective income tax rate was 26% for the three months ended September 30, 2011 and 27% for the nine months ended September 30, 2011. For both the three month and nine month periods ended September 30, 2011, our effective income tax rate was lower than the statutory U.S. federal income tax rate of 35% primarily due to our lower net effective income tax rate on foreign earnings, our domestic manufacturing deduction and certain U.S. tax credits, partially offset by state income taxes and non-deductible acquisition costs related to our acquisition of Diversey.

Unrecognized Tax Benefits

During the three months ended September 30, 2012, we reduced our unrecognized tax benefits by $38 million, primarily with respect to the Settlement agreement. The reduction in our unrecognized tax benefit is a result of a re-assessment of our unrecognized tax benefit position primarily due to our tax situation in the United States following the Diversey acquisition. Substantially all of this reduction was offset by required increases in our valuation allowances so that the net change did not have a material effect on our operating results or financial position. We did not change our policy with regard to the reporting of penalties and interest related to unrecognized tax benefits.

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.

Commitments and Contingencies

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

(15) 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 condensed consolidated statement of operations for the year ended December 31, 2002. The charge consisted of the following items:

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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 condensed consolidated statements of operations and in Settlement agreement and related accrued interest on our condensed consolidated balance sheets. The accrued interest, which is compounded annually, was $352 million at September 30, 2012 and $319 million at December 31, 2011.

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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.

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

Cryovac Transaction

On June 30, 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 “PI 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 PI 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 PI 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 “Original District Court Opinion”) and confirmation order (the “Original 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 3, 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 Original District Court Opinion and the Original District Court Confirmation Order insofar as they overruled 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 did not seek to disturb confirmation of the PI Settlement Plan but requested that the District Court amend and clarify certain matters in the Original District Court Opinion and the Original 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 did not oppose the Sealed Air/Fresenius Motion or the Plan Proponents’ Motion but indicated, among other things, that: (a) the Libby Claimants had reached a settlement in principle of their objections to the PI Settlement Plan but that this settlement had not become effective and (b) the Libby Claimants reserved their rights with respect to the PI Settlement Plan pending the effectiveness of the Libby Claimants’ settlement. On April 20, 2012, as part of a more global settlement, Grace filed a motion with the Bankruptcy Court seeking, among other things, approval of settlements with the Libby Claimants and BNSF. The settlements with the Libby Claimants and BNSF were approved by order of the Bankruptcy Court dated June 6, 2012. Thereafter, the appeals of the Libby Claimants and BNSF with respect to the PI Settlement Plan were dismissed by orders of the United States Court of Appeals for the Third Circuit (the “Third Circuit Court of Appeals”) dated September 24, 2012 and October 4, 2012. The District Court held a hearing on May 8, 2012, to consider the Garlock Reargument Motion. On May 29, 2012, Anderson Memorial Hospital (“Anderson Memorial”) filed a motion seeking relief from, and reconsideration of, the Original District Court Opinion and the Original District Court Confirmation Order (the “Anderson Relief Motion”). In the Anderson Relief Motion, Anderson Memorial argued that a May 18, 2012, decision by the Third Circuit Court of Appeals in a case called Wright v. Owens-Corning undermined the District Court’s conclusion that (a) the PI Settlement Plan was feasible and (b) the asbestos property damage injunction and trust included in the PI Settlement Plan were appropriate. Objections to the Anderson Relief Motion were filed by Grace and the other proponents of the PI Settlement Plan, and by the representative of future asbestos property damage claimants appointed in the Grace bankruptcy proceedings. On June 11, 2012, the District Court entered a consolidated order (the “Consolidated Order”) granting the Sealed Air/Fresenius Motion, the Plan Proponents’ Motion, and the Garlock Reargument Motion, and providing for amendments to the Original District Court Opinion and the Original District Court Confirmation Order. Although the Consolidated Order granted the Garlock Reargument Motion, it did not constitute the District Court’s agreement with Garlock’s objections to the PI Settlement Plan, which the District Court continued to overrule. Also on June 11, 2012, the District Court entered an amended memorandum opinion (the “Amended District Court Opinion”) and confirmation order (the “Amended District Court Confirmation Order”) overruling all objections to the PI Settlement Plan, reflecting amendments described in the Consolidated Order, and confirming the PI Settlement Plan in its entirety (including the issuance of the injunction under Section 524(g) of the Bankruptcy Code). Thereafter, on July 23, 2012, the District Court issued a memorandum opinion and an order denying the Anderson Relief Motion.

Parties have appealed the Amended District Court Opinion and the Amended District Court Confirmation Order to the Third Circuit Court of Appeals. Pursuant to orders entered by the Third Circuit Court of Appeals on September 20, 2012 and October 25, 2012, parties appealing the Amended District Court Opinion and Confirmation Order are to file their briefs by November 29, 2012, with responsive briefs from Grace and the other proponents of the PI Settlement Plan due to be filed thirty (30) days thereafter, and any reply briefs by the appellants being due fourteen (14) days following service of the briefs filed by Grace and the other plan proponents. The Third Circuit Court of Appeals has not scheduled any hearing for oral argument with respect to the appeals and it is uncertain whether any such hearing will be scheduled or, if scheduled, the timing for such a hearing. Although Grace publicly indicated its intent to seek to emerge from bankruptcy before the appeals are fully and finally resolved, it subsequently indicated that it was not able to receive the necessary consents and waivers to do so, including from the Company. Grace has further indicated that, with an appeals process before the Third Circuit Court of Appeals, its target date to emerge from bankruptcy is the fourth quarter of 2013; however, there can be no assurance that this timing for emergence will be correct.

Consistent with our Settlement agreement, we are prepared to pay the Settlement amount directly to the asbestos trusts to be established under section 524(g) of the Bankruptcy Code once the conditions of the Settlement agreement are fully satisfied. Among those conditions is that approval of an appropriate Grace bankruptcy plan – containing all releases, injunctions, and protections required by the Settlement agreement – be final and not subject to any appeal. Given the pending appeals (which include, without limitation, challenges to the injunctions and releases in the PI Settlement Plan), the condition that approval of the PI Settlement Plan be final and not subject to any appeal has not been satisfied at this time. The Company has not waived this or any other condition of the Settlement agreement nor can there be any assurance that each of the parties whose consent or waiver is required for Grace to emerge from bankruptcy while the appeals are pending will provide such consent or waiver. 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. As noted, parties have appealed the Amended District Court Confirmation Order to the Third Circuit Court of Appeals or have otherwise challenged the Amended District Court Opinion and the Amended District Court Confirmation Order. Matters relating to the PI Settlement Plan, the Bankruptcy and Amended District Court Opinions, and the Bankruptcy and Amended 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 have designated various issues to be considered in challenging the PI Settlement Plan, the Bankruptcy and Amended District Court Opinions, or the Bankruptcy and Amended 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 Amended District Court Confirmation Order or the Amended District Court Opinion, whether or when the Bankruptcy and Amended District Court Opinions or the Bankruptcy and Amended 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 and monitor the progress of the Grace bankruptcy proceedings (including appeals and other proceedings relating to the PI Settlement Plan, the Bankruptcy and Amended District Court Opinions, and the Bankruptcy and Amended District Court Confirmation Orders), as well as any amendments or changes to the PI Settlement Plan or to Bankruptcy and Amended 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.

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 Original District Court Confirmation Order on January 30, 2012 and the Amended District Court Confirmation Order on June 11, 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 Bankruptcy Court 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.

The entire disclosure for commitments and contingencies.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
-Name FASB Interpretation (FIN)
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Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity

(16) Stockholders’ Equity

Quarterly Cash Dividends

On October 11, 2012, our Board of Directors declared a quarterly cash dividend of $0.13 per common share. This dividend is payable on December 14, 2012 to stockholders of record at the close of business on November 30, 2012. The estimated amount of this dividend payment is $25 million based on 195 million shares of our common stock issued and outstanding as of October 31, 2012.

On July 12, 2012, our Board of Directors declared a quarterly cash dividend of $0.13 per common share. This dividend was paid on September 14, 2012 to stockholders of record at the close of business on August 31, 2012. We used $25 million of available cash to pay this quarterly cash dividend.

On April 19, 2012, our Board of Directors declared a quarterly cash dividend of $0.13 per common share. This dividend was paid on June 15, 2012 to stockholders of record at the close of business on June 1, 2012. We used $25 million of available cash to pay this quarterly cash dividend.

On February 16, 2012, our Board of Directors declared a quarterly cash dividend of $0.13 per common share, which was paid on March 16, 2012 to stockholders of record at the close of business on March 2, 2012. We used $25 million of available cash to pay this quarterly cash dividend.

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.

Stock Appreciation Rights (“SARS”)

In connection with the acquisition of Diversey, 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.

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 a 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.

We recognized compensation expense of $3 million in the three months ended September 30, 2012 and $13 million in the nine months ended September 30, 2012 related to SARs that were granted to Diversey employees who remained employees as of September 30, 2012. These amounts were based on the assumptions mentioned above and are included in marketing, administrative and development expenses on our condensed consolidated statements of operations except for SARs that were included in restructuring and other charges as discussed below. Cash payments due to the exercise of SARs in the nine months ended September 30, 2012 were $41 million, including $18 million as part of restructuring payments. As of September 30, 2012, the remaining liability for these SARs except for SARs that were included in restructuring and other charges as discussed below was $30 million and is included in other liabilities on our condensed consolidated balance sheet.

Included in the amounts discussed above, was the recognition of restructuring expense of less than $1 million in the three months ended September 30, 2012 and $8 million in the nine months ended September 30, 2012 for SARs that were part of the termination and benefit costs for Diversey employees under the 2011 – 2014 Integration & Optimization Program. This expense was included in restructuring and other charges on our condensed consolidated statements of operations. Cash payments upon the exercise of these SARs were $18 million in the nine months ended September 30, 2012. The remaining liability for SARs included in the restructuring program was less than $1 million as of September 30, 2012.

2005 Contingent Stock Plan

Share-based Incentive Compensation

We record share-based incentive compensation expense in marketing, administrative and development expenses on our condensed 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 various performance share unit (“PSU”) awards programs described below, the cumulative amount accrued to date is adjusted up or down to the extent the expected performance against the targets has improved or worsened. These share-based incentive compensation programs are described in more detail below.

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


			Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
2012 Three-year PSU Awards	$	0.8		$	—		$	2.2		$	—
2011 Three-year PSU Awards		0.6			0.7			1.4			2.5
2010 Three-year PSU Awards		0.9			0.8			1.2			4.6
2009 Three-year PSU Awards		—			1.2			—			3.6
2012 CEO Incentive Compensation		1.1			—			3.4			—
SLO Awards		0.2			(0.3	)		0.6			0.3
Other long-term share-based incentive compensation programs		3.0			2.1			8.1			6.7

Total share-based incentive compensation expense(1)	$	6.6		$	4.5		$	16.9		$	17.7

(1)	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

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 September 30, 2012.


	2012		2013		2014		2015		Total
2012 Three-year PSU Awards	$	0.9	$	3.7	$	3.7	$	—	$	8.3
2011 Three-year PSU Awards		0.6		2.4		—		—		3.0
2010 Three-year PSU Awards		0.9		—		—		—		0.9
2012 CEO Incentive Compensation		1.1		—		—		—		1.1
SLO Awards		0.2		0.2		—		—		0.4
Other long-term share-based incentive compensation programs		3.0		9.6		5.8		1.6		20.0

Total share-based incentive compensation expense (1)	$	6.7	$	15.9	$	9.5	$	1.6	$	33.7

(1)	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

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

2012 Three-year PSU Awards

The targeted number of shares of common stock that can be earned is 554,381 shares for these 2012 PSU awards. 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 55,438 additional shares at the discretion of the Compensation Committee of our Board of Directors (“Compensation Committee”). These performance goals are outlined in further detail in the Proxy Statement for our 2012 Annual Meeting of Stockholders.

The expenses included in the tables above were calculated using a grant date common stock share price of $19.72 per share for the awards granted on March 27, 2012 ($14.27 for the awards granted on September 1, 2012) for the three year average return on invested capital (“ROIC”) goal and net trade sales goals (these are considered performance conditions) and the Monte Carlo valuation of $23.40 per share for the awards granted on March 27, 2012 (an estimated $14.27 for the awards granted on September 1, 2012) for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of September 30, 2012 of the level of probable achievement of the performance goals and measures, which was determined to be at the target level, or 100% achievement (554,381 shares).

2011 Three-year PSU Awards

The targeted number of shares of common stock that can be earned is 380,617 shares for these 2011 PSU awards. 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 38,062 additional discretionary shares. These performance goals are outlined in further detail in the Proxy Statement for our 2012 Annual Meeting of Stockholders.

The expenses included in the tables above were 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 September 30, 2012 of the level of probable achievement of this award’s performance goals and measures, which was determined to be below the target level, or 84% achievement (159,859 shares, net of forfeitures), for the ROIC goal and below the target level, or 66% achievement (125,604 shares, net of forfeitures), for the volume goal.

2010 Three-year PSU Awards

The targeted number of shares of common stock that can be earned is 413,642 shares for these 2010 PSU awards. 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 41,364 additional discretionary shares. These performance goals are outlined in further detail in the Proxy Statement for our 2011 Annual Meeting of Stockholders.

The expenses included in the tables above were 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 September 30, 2012 of the level of probable achievement of the performance goals and measures, which was determined to be below the target level, or 97% achievement (200,616 shares, net of forfeitures) for the ROIC goal and at 159% achievement (328,845, net of forfeitures) for the volume goal.

2012 Chief Executive Officer (“CEO”) Incentive Compensation

The targeted number of shares of common stock that can be earned is 273,834 shares for this 2012 CEO award. The total number of shares to be issued for this award can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures. These performance goals are outlined in further detail in the Proxy Statement for our 2012 Annual Meeting of Stockholders.

The expense included in the table above was calculated using a grant date common stock share price of $19.72 per share on March 27, 2012 and is based on management’s estimate as of September 30, 2012 of the level of probable achievement of the performance goals and measures, which was determined to be below the target level, or 79% achievement (150,855 shares), for the adjusted EBITDA goal and at the target level, or 100% achievement (82,150 shares), for the net debt reduction goal.

Due to our CEO’s retirement eligibility at grant date, the total expense related to these awards will be recognized on a straight-line basis in the year ended December 31, 2012.

For the awards (excluding the portion of the PSU awards related to the TSR goal) that are discussed above, the estimated amount of 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. Since the TSR metric is considered a market condition, the portion of the compensation expense related to the TSR metric will be recognized regardless of whether the market condition is satisfied provided that the requisite service has been provided.

For the 2012 CEO award and for all the PSU awards discussed above, each award recipient will receive also a cash payment in the amount of dividends (without interest) that would have been paid from the start of the performance period on the shares that have been earned until the shares are issued.

Stock Leverage Opportunity (“SLO”) Awards

The Compensation Committee set the SLO award premium at 25% for the years ending December 31, 2012 and December 31, 2011. The 2012 SLO target awards comprise an aggregate of 77,731 restricted stock shares and restricted stock units as of September 30, 2012. The 2011 SLO awards that were issued on March 9, 2012 comprised an aggregate of 11,212 restricted stock shares and restricted stock units.

We record compensation expense for these awards in marketing, administrative and development expenses on the condensed 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 three and nine months ended September 30, 2012, compensation expense related to the 2012 SLO awards was recognized based on the extent to which the performance goals and measures for our 2012 annual cash bonuses were considered probable of achievement at September 30, 2012. 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, 2013, due to the retirement eligibility provision.

For the three and nine months ended September 30, 2011, compensation expense related to the 2011 SLO awards was recognized based on the extent to which the performance goals and measures for 2011 annual cash bonuses were considered probable of achievement at September 30, 2011. 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 9, 2012, due to the retirement eligibility provision.

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 September 30, 2012, we have accrued for these dividends in other current liabilities on our condensed consolidated balance sheet and the amount was immaterial.

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.

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.

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Net (Loss) Earnings Per Common Share

Net (Loss) Earnings Per Common Share

9 Months Ended

Sep. 30, 2012

(17) Net (Loss) Earnings Per Common Share

The following table shows the calculation of basic and diluted net (loss) earnings per common share under the two-class method.


	Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
*Basic Net (Loss) Earnings Per Common Share:*
Numerator
Net (loss) earnings available to common stockholders	$	(1,232.4	)	$	73.7		$	(1,252.0	)	$	198.4
Distributed and allocated undistributed net earnings to non-vested restricted stockholders		(0.1	)		(0.4	)		(0.4	)		(1.2	)

Distributed and allocated undistributed net (loss) earnings to common stockholders		(1,232.5	)		73.3			(1,252.4	)		197.2
Distributed net earnings—dividends paid to common stockholders		(25.1	)		(20.7	)		(75.3	)		(62.1	)

Allocation of undistributed net (loss) earnings to common stockholders	$	(1,257.6	)	$	52.6		$	(1,327.7	)	$	135.1

Denominator(1)
Weighted average number of common shares outstanding—basic		193.2			159.3			192.7			159.1

Basic net (loss) earnings per common share:
Distributed net earnings to common stockholders	$	0.13		$	0.13		$	0.39		$	0.39
Allocated undistributed net (loss) earnings to common stockholders		(6.51	)		0.33			(6.89	)		0.85

Basic net (loss) earnings per common share:	$	(6.38	)	$	0.46		$	(6.50	)	$	1.24

*Diluted Net (Loss) Earnings Per Common Share:*
Numerator
Distributed and allocated undistributed net (loss) earnings to common stockholders	$	(1,232.5	)	$	73.3		$	(1,252.4	)	$	197.2
Add: Allocated undistributed net earnings to non-vested restricted stockholders		—			0.4			—			0.9
Less: Undistributed net earnings reallocated to non-vested restricted stockholders		—			(0.3	)		—			(0.8	)

Net (loss) earnings available to common stockholders—diluted	$	(1,232.5	)	$	73.4		$	(1,252.4	)	$	197.3

Denominator(1)(2)
Weighted average number of common shares outstanding—basic		193.2			159.3			192.7			159.1
Effect of assumed issuance of Settlement agreement shares		—			18.0			—			18.0
Effect of non-vested restricted stock and restricted stock units		—			0.6			—			0.4

Weighted average number of common shares outstanding—diluted		193.2			177.9			192.7			177.5

Diluted net (loss) earnings per common share	$	(6.38	)	$	0.41		$	(6.50	)	$	1.11

(1)	Includes the weighted-average share impact in 2012 of 31.7 million shares issued as part of the total consideration paid in connection with the acquisition of Diversey on October 3, 2011.

(2)

Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement as defined and (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method. In calculating diluted net (loss) earnings per common share for 2012, our diluted weighted average number of common shares outstanding excludes the effect of the items mentioned above as the effect was anti-dilutive.

PSU Awards

Since the PSU awards discussed in Note 16, “Stockholders’ Equity,” include contingently issuable shares that are based on a condition other than earnings or market price, they are included in the diluted weighted average number of common shares outstanding when we meet the performance conditions as of that date. However, in 2012, unvested PSU awards that have met the performance conditions as of September 30, 2012 have not been included in the diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2012 as the effect was anti-dilutive.

SLO Awards

The shares or units associated with the 2012 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 three and nine months ended September 30, 2012. These shares or units, discussed in Note 16, “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 2013. 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 if the impact to diluted net earnings per common share is dilutive. The numbers of shares or units associated with SLO awards for the 2011 and earlier fiscal years, for both the three and nine months ended September 30, 2012 and 2011 were nominal and have not been included in the diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2012 as the effect was anti-dilutive.

Other Income (Expense), net

9 Months Ended

Sep. 30, 2012

Other Income (Expense), net

(18) Other Income (Expense), net

The following table provides details of other income (expense), net.


	Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
Interest and dividend income	$	3.5		$	1.5		$	10.2		$	5.7
Net foreign exchange transaction (losses) gains		(0.8	)		1.3			(10.8	)		(6.2	)
Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey.		—			6.3			—			6.3
Settlement agreement related costs		(0.4	)		(0.2	)		(0.6	)		(0.8	)
Other, net		(1.1	)		(2.1	)		(7.3	)		(4.3	)

Other income (expense), net	$	1.2		$	6.8		$	(8.5	)	$	0.7

Impairment of Equity Method Investment

In September 2007, we established a joint venture that supports our Food Solutions segment. We account for the joint venture under the equity method of accounting with our proportionate share of net income or losses included in other expense, net, on the consolidated statements of operations.

During the first half of 2012, the joint venture performed below expectations, resulting in reduced cash flow and increasing debt obligations. Due to these events, we evaluated our equity method investment for impairment. An equity method investment is impaired if the fair value of the investment is less than its carrying value. If there is no readily determinable fair value, then we are required to test it for impairment whenever an event or change in circumstances occurs that could have a significant impact on the fair value of the investment. If the investment is determined to be impaired, we must also determine if the impairment is other-than-temporary. During the three months ended June 30, 2012, based on reviewing undiscounted cash flow information, we determined that the fair value of our investment was less than its carrying value and that this impairment was other-than-temporary.

In connection with the establishment of the joint venture in 2007, we issued a guarantee in support of an uncommitted credit facility agreement that was entered into by the joint venture. The initial term of the credit facility was two years, which was renewed with the approval of both us and the joint venture. Under the terms of the guarantee, if the joint venture were to default under the terms of the credit facility, the lender would be entitled to seek payment of the amounts due under the credit facility from us. As of September 30, 2012, the joint venture has performed its obligations under the terms of the credit facility. Before the second quarter of 2012, we recorded the fair value of this guarantee as a component of our investment in this joint venture and included a corresponding liability on our condensed consolidated balance sheets. However, as a result of the impairment, we have included the guarantee liability in other current liabilities on the condensed consolidated balance sheet as of September 30, 2012 as we believe it is probable that we will need to perform under this guarantee. As of September 30, 2012, the debt holders have not requested that we perform under the terms of the guarantee.

As a result, in the second quarter of 2012 we recognized other-than-temporary impairment of $26 million ($18 million, net of taxes, or $0.09 per diluted share). This impairment consisted of the recognition of a current liability for the guarantee of the uncommitted credit facility mentioned above of $20 million and a $4 million write-down of the carrying value of the investment to zero at June 30, 2012. We also recorded provisions for bad debt on receivables due from the joint venture to the Company of $2 million, which is included in marketing, administrative and development expenses and impacted both of our food businesses. We have no further obligation to support the operations of the joint venture in the future.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2012
Related Party Transactions	(19) Related Party Transactions Our Diversey segment has related party transactions with S.C. Johnson, Inc. and Unilever and these transactions are not considered material to our condensed consolidated financial statements. For more information regarding our related party transactions, refer to our 2011 Annual Report on Form 10-K.

The entire disclosure for related party transactions. 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.

Reference 1: 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 2: 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 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: 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

Reference 5: 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))
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: 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.

Operating results and carrying value of major classes of assets and liabilities

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 30, 2012
Organization	*Organization* 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, as a result of our acquisition of Diversey Holdings, Inc. and its subsidiaries (“Diversey”) on October 3, 2011, Diversey^® brand cleaning and hygiene solutions. 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 substantially all of our business through three wholly-owned subsidiaries, Cryovac, Inc., Sealed Air Corporation (US) and Diversey, Inc. We historically have conducted our operations through the following four business segments: Food Packaging, Food Solutions, Protective Packaging, Diversey and an “Other” category. See Note 5, “Segments.”
Basis of Presentation	*Basis of Presentation* Our condensed consolidated financial statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of our condensed consolidated balance sheet as of September 30, 2012 and our condensed consolidated statements of operations for the three and nine months ended September 30, 2012 and 2011 have been made. The results set forth in our condensed consolidated statements of operations for the three and nine months ended September 30, 2012 and in our condensed consolidated statements of cash flows for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year. 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 condensed consolidated financial statements and information included in this Quarterly Report on Form 10-Q (“Form 10-Q”) include the financial results of Diversey for the period beginning January 1, 2012 through September 30, 2012 and as of December 31, 2011. The financial results included in this Form 10-Q related to the acquisition method accounting for the Diversey transaction have been finalized. See Note 4, “Acquisition of Diversey Holdings, Inc.,” for further information about the acquisition. During the period between when we reported our quarterly earnings on November 2, 2012 and the filing date of this quarterly report on Form 10-Q on November 9, 2012, we revised our estimate of impairment of goodwill and other intangible assets related to our Diversey segment from $1,223.5 million ($1,194.6 million, net of taxes) to $1,334.3 million ($1,261.5 million, net of taxes) primarily due to an increase in the estimated impairment related to the Diversey trademark. See Note 8, “Goodwill and Other Identifiable Intangible Assets,” for further details of this impairment charge. On October 30, 2012, we signed a definitive agreement to sell our Diversey operations in Japan. As a result, the operating results for Diversey Japan were reclassified to net earnings from discontinued operations, net of tax on the condensed consolidated statements of operations for the three months and nine months ended September 30, 2012, and the assets and liabilities of the Diversey Japan operations were reclassified to assets and liabilities held for sale as of September 30, 2012 and December 31, 2011. See Note 3, “Divestiture”. Our condensed consolidated financial statements were prepared in accordance with the interim reporting requirements of the Securities and Exchange Commission, or the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America, or U.S. GAAP, have been condensed or omitted. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. We are responsible for the unaudited condensed consolidated financial statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and with the information contained in other publicly-available filings with the SEC. During the three months ended March 31, 2012, we identified a misclassification in our December 31, 2011 consolidated balance sheet included in our 2011 Annual Report on Form 10-K. This misclassification, which has been corrected on our December 31, 2011 consolidated balance sheet included in this Form 10-Q, decreased our current deferred tax assets and non-current deferred tax liabilities by $65 million, decreasing our current deferred tax assets from $230 million to $165 million and decreasing our non-current deferred tax liabilities from $532 million to $467 million. These amounts have not been adjusted to reflect the divesture of Diversey Japan. This misclassification had no impact on our net deferred tax liability balance at December 31, 2011 and it did not impact our consolidated statements of operations or cash flows. Accordingly, we do not consider this correction to be material to our consolidated financial condition or results of operations.

Divestiture (Tables)

9 Months Ended

Sep. 30, 2012

Summary operating results for this discontinued operation were as follows:


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Net sales	$	78.9	$	230.8

Operating profit	$	9.8	$	25.9

Earnings before income tax provision	$	9.6	$	25.0

Income tax provision	$	3.7	$	9.7

Net earnings from discontinued operations, net of tax	$	5.9	$	15.3

We do not consider the results of the Diversey Japan to be material to our condensed consolidated financial statements.

The carrying value of the major classes of assets and liabilities for these discontinued operations were as follows:


	September 30, 2012		December 31, 2011
Assets:
Cash and cash equivalents	$	12.1	$	19.2
Receivables, net		61.0		68.8
Inventories		25.6		20.6
Deferred tax assets		9.4		9.3
Prepaid expenses and other current assets		2.8		8.8
Property and equipment, net		51.7		52.9
Goodwill		11.0		10.9
Intangible assets, net		66.8		69.4
Non-current deferred tax assets		20.1		17.0
Other assets, net		3.6		2.1

Assets held for sale	$	264.1	$	279.0

Liabilities:
Accounts payable	$	59.7	$	64.1
Other current liabilities		20.7		29.9
Long-term debt, less current portion		41.0		44.2
Non-current deferred tax liabilities		30.3		27.6
Other liabilities		46.8		50.9

Liabilities held for sale	$	198.5	$	216.7

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

Supplemental Pro forma Information

Acquisition of Diversey Holdings, Inc. (Tables)

9 Months Ended

Sep. 30, 2012


	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Net sales	$	1,993.4	$	5,820.9

Operating profit	$	182.6	$	507.8

Net earnings from continuing operations	$	63.9	$	138.7

Weighted average number of common shares outstanding:
Basic		191.0		190.8

Diluted		209.6		209.2

Net earnings per common share:
Basic	$	0.33	$	0.73

Diluted	$	0.30	$	0.66

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

Net Sales, Depreciation and Amortization and Operating Profit of Reportable Segments

Segments (Tables)

9 Months Ended

Sep. 30, 2012

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net sales
Food Packaging	$	509.8		$	529.8		$	1,497.7		$	1,506.6
Food Solutions		254.4			265.5			739.7			756.2
Protective Packaging		344.0			361.2			1,034.2			1,049.8
Diversey		698.5			—			2,113.6			—
Other		93.6			90.6			285.1			275.6

Total	$	1,900.3		$	1,247.1		$	5,670.3		$	3,588.2

Depreciation and amortization on property, plant and equipment and intangible assets
Food Packaging	$	16.3		$	17.0		$	53.6		$	50.2
Food Solutions		8.4			8.2			24.2			23.9
Protective Packaging		6.1			6.4			17.8			19.8
Diversey		38.1			—			118.5			—
Other		6.5			5.1			16.8			15.7

Total	$	75.4		$	36.7		$	230.9		$	109.6

Operating profit—continuing operations
Food Packaging	$	68.5		$	75.4		$	174.8		$	200.3
Food Solutions		31.9			29.4			84.7			74.0
Protective Packaging		48.5			48.5			137.8			134.8
Diversey		29.6			—			42.8			—
Other		2.9			0.5			9.6			3.4

Total segments and other		181.4			153.8			449.7			412.5
Impairment of Diversey goodwill and other intangible assets		1,334.3			—			1,334.3			—
Costs related to the acquisition of Diversey		1.3			24.1			4.8			30.7
Restructuring and other charges (1)		36.8			(0.2	)		110.1			(0.2	)

Operating (loss) profit	$	(1,191.0	)	$	129.9		$	(999.5	)	$	382.0

Restructing and Other Charges by Our Segment Reporting Structure

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


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Food Packaging	$	6.0	$	33.5
Food Solutions		0.9		6.7
Protective Packaging		1.5		8.1
Diversey		26.1		56.2
Other		2.3		5.6

Total	$	36.8	$	110.1

Assets by Reportable Segments


	September 30, 2012		December 31, 2011
Assets:
Trade receivables, net, and finished goods inventory, net
Food Packaging	$	443.6	$	420.4
Food Solutions		204.6		210.1
Protective Packaging		322.4		307.8
Diversey		820.3		758.3
Other		70.5		64.5

Total segments and other	$	1,861.4	$	1,761.1
Assets not allocated
Cash and cash equivalents		540.8		703.6
Property and equipment, net		1,233.9		1,269.2
Goodwill		3,117.4		4,209.6
Intangibles, net		1,772.4		2,035.7
Assets held for sale		264.1		279.0
Other		1,387.7		1,173.8

Total	$	10,177.7	$	11,432.0

Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventories and Reduction of Certain Inventories to LIFO Basis

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


	September 30, 2012			December 31, 2011
Inventories (at FIFO, which approximates replacement value):
Raw materials	$	155.0		$	150.8
Work in process		147.0			121.0
Finished goods		614.2			559.0

Subtotal (at FIFO)		916.2			830.8
Reduction of certain inventories to LIFO basis		(55.2	)		(53.3	)

Total	$	861.0		$	777.5

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2012

Property and Equipment, Net

The following table details our property and equipment, net.


	September 30, 2012			December 31, 2011
Land and improvements	$	142.0		$	139.4
Buildings		712.0			702.3
Machinery and equipment		2,509.3			2,460.7
Other property and equipment		146.3			151.6
Construction-in-progress		97.9			103.9

		3,607.5			3,557.9
Accumulated depreciation and amortization		(2,373.6	)		(2,288.7	)

Property and equipment, net	$	1,233.9		$	1,269.2

Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment

The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment.


	Three Months Ended September 30,				Nine Months Ended September 30
	2012		2011		2012		2011

Interest cost capitalized	$	1.6	$	1.2	$	3.9	$	2.9
Depreciation and amortization expense for property and equipment		42.8		34.2		131.1		102.1

Goodwill and Identifiable Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2012

Summary of Goodwill Segment Reporting Structure

(8) Goodwill and Identifiable Intangible Assets

Goodwill

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


	Carrying Value at December 31, 2011		Purchase Price Adjustments			Impact of Foreign Currency Translation		Goodwill Impairment			Carrying Value at September 30, 2012
Food Packaging	$	391.7	$	—		$	0.7	$	—		$	392.4
Food Solutions		147.9		—			0.3		—			148.2
Protective Packaging		1,260.0		—			2.2		—			1,262.2
Diversey		2,252.7		38.2	(1)		13.0		(1,145.3	)		1,158.6
Other category		157.3		(1.6	)		0.3		—			156.0

Total	$	4,209.6	$	36.6		$	16.5	$	(1,145.3	)	$	3,117.4

(1)

Summarize of Identifiable Intangible Assets With Definite and Indefinite Useful Lives

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


	September 30, 2012										December 31, 2011
	Gross Carrying Value		Accumulated Amortization			Impairment (1)			Net		Gross Carrying Value		Accumulated Amortization			Net
Customer relationships	$	965.1	$	(92.0	)		—		$	873.1	$	960.2	$	(36.6	)	$	923.6
Trademarks and trade names		882.3		(0.9	)		(189.0	)		692.4		882.3		(0.8	)		881.5
Technology		242.3		(67.1	)		—			175.2		229.9		(33.4	)		196.5
Contracts		44.3		(12.6	)		—			31.7		40.2		(6.1	)		34.1

Total	$	2,134.0	$	(172.6	)	$	(189.0	)	$	1,772.4	$	2,112.6	$	(76.9	)	$	2,035.7

(1)

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Associated Costs and Related Restructuring Charges

Restructuring Activities (Tables)

9 Months Ended

Sep. 30, 2012

The associated costs and related restructuring charges for this program in the three and nine months ended September 30, 2012 are included in the table below.


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012		Cumulative as of September 30, 2012
Associated costs	$	2.9	$	10.3	$	10.3
Restructuring charges		37.5		110.6		162.9

Total	$	40.4	$	120.9	$	173.2

Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining

The restructuring accrual, spending and other activity for the nine months ended September 30, 2012 and the accrual balance remaining at September 30, 2012 were as follows:


Restructuring accrual at December 31, 2011	$	23.7
Additional accrual and accrual adjustments for severance and termination benefits		110.6
Cash payments during 2012		(57.8	)
Effect of changes in foreign currency exchange rates		(1.0	)

Restructuring accrual at September 30, 2012	$	75.5

Debt and Credit Facilities (Tables)

9 Months Ended

Sep. 30, 2012

Total Debt Outstanding

Our total debt outstanding consisted of the amounts included in the table below.


	September 30, 2012		December 31, 2011
Short-term borrowings	$	49.0	$	34.5
Current portion of long-term debt, less unamortized discount of $0.1 in 2012		402.0		1.9

Total current debt		451.0		36.4

5.625% Senior Notes due July 2013, less unamortized discount of $0.3 in 2011(1)(2)		0		401.0
12% Senior Notes due February 2014(1)		154.2		156.3
Term Loan A Facility due October 2016, less unamortized lender fees of $14.7 in 2012 and $19.6 in 2011(3)		875.1		945.7
7.875% Senior Notes due June 2017, less unamortized discount of $5.7 in 2012 and $6.5 in 2011		394.3		393.5
Term Loan B Facility due October 2018, less unamortized lender fees of $18.1 in 2012 and $21.3 in 2011 and unamortized discount of $23.4 in 2012 and $26.5 in 2011(3)		1,111.2		1,118.8
8.125% Senior Notes due September 2019		750.0		750.0
8.375% Senior Notes due September 2021		750.0		750.0
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2012 and 2011		448.6		448.6
Other		2.9		2.8

Total long-term debt, less current portion		4,486.3		4,966.7

Total debt(4)	$	4,937.3	$	5,003.1

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

(2)	Our 5.625% Senior Notes mature in July 2013. Accordingly, we reclassed the carrying value of these notes to current portion of long-term debt from long-term debt, less current portion in July 2012.

(3)	In the nine months ended September 30, 2012, we prepaid our 2013 Term Loan A ($78 million) and Term Loan B ($8 million) installments.

(4)	The weighted average interest rate on our outstanding debt was 6.4% as of September 30, 2012 and 2.6% as of December 31, 2011.

Lines of Credit


	September 30, 2012		December 31, 2011
Used lines of credit	$	49.0	$	34.5
Unused lines of credit		991.3		1,028.7

Total available lines of credit	$	1,040.3	$	1,063.2

Available lines of credit—committed	$	703.0	$	703.9
Available lines of credit—uncommitted		337.3		359.3

Total available lines of credit	$	1,040.3	$	1,063.2

Accounts receivable securitization program—committed(1)	$	118.0	$	92.0

(1)	See Note 9, “Accounts Receivable Securitization Program,” for further details of this program.

Other Lines of Credit

available to several of our foreign subsidiaries. The following table details our other lines of credit.


	September 30, 2012		December 31, 2011
Available lines of credit	$	340.4	$	363.2
Unused lines of credit		291.3		328.7

Derivatives and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value of Derivative Instruments

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


	Fair Value of Asset Derivatives(1)				Fair Value of (Liability) Derivatives(1)
	September 30, 2012		December 31, 2011		September 30, 2012			December 31, 2011
Derivatives designated as hedging instruments:
Foreign currency forward contracts (cash flow hedges)	$	—	$	0.5	$	—		$	(0.5	)
Interest rate swaps (fair value hedges)		—		2.1		—			—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		22.8		18.0		(16.8	)		(3.0	)

Total	$	22.8	$	20.6	$	(16.8	)	$	(3.5	)

(1)	Asset derivatives are included in other assets and liability derivatives are included in other liabilities.

Effect of Derivative Instruments on Condensed Consolidated Statement of Operations

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


	Amount of Gain (Loss) Recognized in Net Earnings on Derivatives(1)

	Three Months Ended September 30,					Nine Months Ended September 30,

	2012		2011			2012			2011
Derivatives designated as hedging instruments:
Interest rate swaps	$	—	$	1.3		$	0.4		$	3.6
Foreign currency forward contracts(2)		—		(0.1	)		(0.1	)		—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts(2)		13.6		7.2			8.0			7.8

Total	$	13.6	$	8.4		$	8.3		$	11.4

(1)	Amounts recognized on the foreign currency forward contracts were included in other income (expense), net. Amounts recognized on the interest rate swaps were included in interest expense.

(2)

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.

Carrying Amount and Estimated Fair Values of Debt

Fair Value Measurements and Other Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Fair value measurements

The following table details the fair value hierarchy of our financial instruments.


September 30, 2012	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents	$	11.0	$	—	$	11.0	$	—

Derivative financial instruments net asset:
Foreign currency forward contracts	$	6.0	$	—	$	6.0	$	—


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	$	15.0	$	—	$	15.0	$	—

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


	September 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
5.625% Senior Notes due July 2013(1)	$	400.5	$	409.2	$	401.0	$	414.1
12% Senior Notes due February 2014(1)		154.2		172.6		156.3		179.8
Term Loan A Facility due October 2016(2)		875.1		875.1		945.7		945.7
7.875% Senior Notes due June 2017		394.3		430.4		393.5		426.0
Term Loan B Facility due October 2018(2)		1,111.2		1,111.2		1,118.8		1,118.8
8.125% Senior Notes due September 2019		750.0		830.4		750.0		824.5
8.375% Senior Notes due September 2021		750.0		841.2		750.0		826.9
6.875% Senior Notes due July 2033		448.6		425.2		448.6		389.3
Other foreign loans		52.8		52.2		37.8		37.4
Other domestic loans		0.6		0.6		1.4		1.3

Total debt	$	4,937.3	$	5,148.1	$	5,003.1	$	5,163.8

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

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

The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis.

Reference 1: 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=7578670&loc=d3e19279-110258

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19190-110258

Reference 4: 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.

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-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.

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-Number 157
-Paragraph 6
-Footnote 4
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Total Share-based Compensation Expense

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2012

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


			Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
2012 Three-year PSU Awards	$	0.8		$	—		$	2.2		$	—
2011 Three-year PSU Awards		0.6			0.7			1.4			2.5
2010 Three-year PSU Awards		0.9			0.8			1.2			4.6
2009 Three-year PSU Awards		—			1.2			—			3.6
2012 CEO Incentive Compensation		1.1			—			3.4			—
SLO Awards		0.2			(0.3	)		0.6			0.3
Other long-term share-based incentive compensation programs		3.0			2.1			8.1			6.7

Total share-based incentive compensation expense(1)	$	6.6		$	4.5		$	16.9		$	17.7

(1)	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

Estimated Amount of Total Share-based Compensation Expense


	2012		2013		2014		2015		Total
2012 Three-year PSU Awards	$	0.9	$	3.7	$	3.7	$	—	$	8.3
2011 Three-year PSU Awards		0.6		2.4		—		—		3.0
2010 Three-year PSU Awards		0.9		—		—		—		0.9
2012 CEO Incentive Compensation		1.1		—		—		—		1.1
SLO Awards		0.2		0.2		—		—		0.4
Other long-term share-based incentive compensation programs		3.0		9.6		5.8		1.6		20.0

Total share-based incentive compensation expense (1)	$	6.7	$	15.9	$	9.5	$	1.6	$	33.7

(1)	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

Net (Loss) Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2012

Calculation of Basic and Diluted Net (Loss) Earnings Per Common Share

The following table shows the calculation of basic and diluted net (loss) earnings per common share under the two-class method.


	Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
*Basic Net (Loss) Earnings Per Common Share:*
Numerator
Net (loss) earnings available to common stockholders	$	(1,232.4	)	$	73.7		$	(1,252.0	)	$	198.4
Distributed and allocated undistributed net earnings to non-vested restricted stockholders		(0.1	)		(0.4	)		(0.4	)		(1.2	)

Distributed and allocated undistributed net (loss) earnings to common stockholders		(1,232.5	)		73.3			(1,252.4	)		197.2
Distributed net earnings—dividends paid to common stockholders		(25.1	)		(20.7	)		(75.3	)		(62.1	)

Allocation of undistributed net (loss) earnings to common stockholders	$	(1,257.6	)	$	52.6		$	(1,327.7	)	$	135.1

Denominator(1)
Weighted average number of common shares outstanding—basic		193.2			159.3			192.7			159.1

Basic net (loss) earnings per common share:
Distributed net earnings to common stockholders	$	0.13		$	0.13		$	0.39		$	0.39
Allocated undistributed net (loss) earnings to common stockholders		(6.51	)		0.33			(6.89	)		0.85

Basic net (loss) earnings per common share:	$	(6.38	)	$	0.46		$	(6.50	)	$	1.24

*Diluted Net (Loss) Earnings Per Common Share:*
Numerator
Distributed and allocated undistributed net (loss) earnings to common stockholders	$	(1,232.5	)	$	73.3		$	(1,252.4	)	$	197.2
Add: Allocated undistributed net earnings to non-vested restricted stockholders		—			0.4			—			0.9
Less: Undistributed net earnings reallocated to non-vested restricted stockholders		—			(0.3	)		—			(0.8	)

Net (loss) earnings available to common stockholders—diluted	$	(1,232.5	)	$	73.4		$	(1,252.4	)	$	197.3

Denominator(1)(2)
Weighted average number of common shares outstanding—basic		193.2			159.3			192.7			159.1
Effect of assumed issuance of Settlement agreement shares		—			18.0			—			18.0
Effect of non-vested restricted stock and restricted stock units		—			0.6			—			0.4

Weighted average number of common shares outstanding—diluted		193.2			177.9			192.7			177.5

Diluted net (loss) earnings per common share	$	(6.38	)	$	0.41		$	(6.50	)	$	1.11

(1)	Includes the weighted-average share impact in 2012 of 31.7 million shares issued as part of the total consideration paid in connection with the acquisition of Diversey on October 3, 2011.

(2)

Other Income (Expense), net (Tables)

9 Months Ended

Sep. 30, 2012

Details of Other Income (Expense), Net

The following table provides details of other income (expense), net.


	Three Months Ended September 30,						Nine Months Ended September 30,

	2012			2011			2012			2011
Interest and dividend income	$	3.5		$	1.5		$	10.2		$	5.7
Net foreign exchange transaction (losses) gains		(0.8	)		1.3			(10.8	)		(6.2	)
Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey.		—			6.3			—			6.3
Settlement agreement related costs		(0.4	)		(0.2	)		(0.6	)		(0.8	)
Other, net		(1.1	)		(2.1	)		(7.3	)		(4.3	)

Other income (expense), net	$	1.2		$	6.8		$	(8.5	)	$	0.7

Organization and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax assets	$ 362.4	$ 156.2
Non-current deferred tax liabilities	528.3	439.7
Misclassification adjustment of current deferred tax assets		65.0
Misclassification adjustment of noncurrent deferred tax liabilities		65.0
Diversey [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Estimate of impairment of goodwill and other intangible assets	1,223.5
Estimate of impairment of goodwill and other intangible assets, net of tax	1,194.6
Revised estimate of impairment of goodwill and other intangible assets	1,334.3
Revised estimate of impairment of goodwill and other intangible assets, net of tax	$ 1,261.5
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax assets		165.0
Non-current deferred tax liabilities		467.0
Scenario, Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax assets		230.0
Non-current deferred tax liabilities		$ 532.0

Divestiture - Additional Information (Detail) $ in Millions	1 Months Ended
Divestiture - Additional Information (Detail) $ in Millions	Oct. 30, 2012 USD ($)
Divestitures [Line Items]
Agreement to sell Diversey operations in Japan	$ 377
Generate cash, on an after tax basis	300
Pre-tax gain on the sale of operations	$ 260

Divestiture - Operating results of discontinued operations (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Discontinued Operations [Line Items]
Net sales	$ 78.9	$ 230.8
Operating profit	9.8	25.9
Earnings before income tax provision	9.6	25.0
Income tax provision	3.7	9.7
Net earnings from discontinued operations, net of tax	$ 5.9	$ 15.3

Overall income (loss) from a disposal group that is classified as a component of the entity, before income tax, reported as a separate component of income before extraordinary items. Includes the following (before income tax): income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Tax effect allocated to a disposal group that is classified as a component of the entity reported as a separate component of income before extraordinary items. Includes the tax effects of the following: income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b),(c)
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32672-109319

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-Name Accounting Standards Codification
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-Section 45
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-Name Accounting Standards Codification
-Topic 205
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-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 47
-Subparagraph c
-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.

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-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.

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43
-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.

Amount of income (loss) from a disposal group, net of income tax before extraordinary items allocable to noncontrolling interests. Includes, net of tax, income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.7-04.12)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 13
-Article 7

Reference 6: 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.

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
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-Number 144
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-Subparagraph c
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-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 15
-Article 5

Divestiture - Carrying value of assets and liabilities for discontinued operations (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Assets:
Cash and cash equivalents	$ 12.1	$ 19.2
Receivables, net	61.0	68.8
Inventories	25.6	20.6
Deferred tax assets	9.4	9.3
Prepaid expenses and other current assets	2.8	8.8
Property and equipment, net	51.7	52.9
Goodwill	11.0	10.9
Intangible assets, net	66.8	69.4
Non-current deferred tax assets	20.1	17.0
Other assets, net	3.6	2.1
Assets held for sale	264.1	279.0
Liabilities:
Accounts payable	59.7	64.1
Other current liabilities	20.7	29.9
Long-term debt, less current portion	41.0	44.2
Non-current deferred tax liabilities	30.3	27.6
Other liabilities	46.8	50.9
Liabilities held for sale	$ 198.5	$ 216.7

Acquisition of Diversey Holdings, Inc. - Additional Information (Detail) - Diversey [Member] - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Oct. 31, 2011	Sep. 30, 2012	Sep. 30, 2012	Oct. 03, 2011
Business Acquisition [Line Items]
Percentage of interest acquired in business combination				100.00%
Cash payment received by Diversey stockholders				$ 2,100
Number of common stock shares received by Diversey stockholders	31.7
Repayment of existing indebtedness of Diversey				$ 1,600
Non-recurring proforma adjustments		$ 0	$ 0

Fair Value of the liabilities incurred by the acquirer to former owners of the acquiree, including the fair value of any contingent consideration. If liabilities transferred as consideration remain within the combined entity after the business combination (for example, because the assets or liabilities were transferred to the acquiree rather than to its former owners), and the acquirer therefore retains control of them; in that situation, the acquirer measures those liabilities at their carrying amounts immediately before the acquisition date.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 30
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6911251&loc=d3e6613-128477

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-Publisher FASB
-Name Accounting Standards Codification
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-Section 30
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6911251&loc=d3e6578-128477

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 25
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6911189&loc=d3e6405-128476

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph f(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 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph 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 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 39, 40, 41
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Acquisition of Diversey Holdings, Inc. (Detail) - Diversey [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011
Business Acquisition [Line Items]
Net sales	$ 1,993.4	$ 5,820.9
Operating profit	182.6	507.8
Net earnings from continuing operations	$ 63.9	$ 138.7
Weighted average number of common shares outstanding:
Basic	191.0	190.8
Diluted	209.6	209.2
Net earnings per common share:
Basic	$ 0.33	$ 0.73
Diluted	$ 0.30	$ 0.66

Net Sales, Depreciation and Amortization and Operating Profit of Reportable Segments (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Depreciation and amortization on property, plant and equipment and intangible assets

$ 1,900.3

$ 1,247.1

$ 5,670.3

$ 3,588.2

75.4

36.7

230.9

109.6

Impairment of goodwill and other intangible assets

181.4

153.8

449.7

412.5

1,334.3

1.3

24.1

4.8

30.7

^[1]

36.8

(0.2)

110.1

(0.2)

Operating (loss) profit

(1,191.0)

129.9

(999.5)

382.0

Depreciation and amortization on property, plant and equipment and intangible assets

509.8

529.8

1,497.7

1,506.6

16.3

17.0

53.6

50.2

68.5

75.4

174.8

200.3

6.0

33.5

Depreciation and amortization on property, plant and equipment and intangible assets

254.4

265.5

739.7

756.2

8.4

8.2

24.2

23.9

31.9

29.4

84.7

74.0

0.9

6.7

Depreciation and amortization on property, plant and equipment and intangible assets

344.0

361.2

1,034.2

1,049.8

6.1

6.4

17.8

19.8

48.5

137.8

134.8

1.5

8.1

Depreciation and amortization on property, plant and equipment and intangible assets

698.5

2,113.6

38.1

118.5

29.6

42.8

26.1

56.2

Depreciation and amortization on property, plant and equipment and intangible assets

93.6

90.6

285.1

275.6

6.5

5.1

16.8

15.7

2.9

$ 0.5

9.6

$ 3.4

$ 2.3

$ 5.6

[1]

Restructuring and other charges by our segment reporting structure were Food Packaging 000, -, 000, -; Food Solutions 000, -, 000, - ; Protective Packaging 000, -, 000, -; Diversey 000, (0.2), 000, (0.2); Other 000, -, 000, -; Total 000, -, 000, -. For the three months year ended for 2012 and 2011 and for the nine months year ended for 2012 and 2011 respectively.

Restructuring and Other Charges by Our Segment Reporting Structure (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

^[1]

$ 36.8

$ (0.2)

$ 110.1

$ (0.2)

6.0

33.5

0.9

6.7

1.5

8.1

26.1

56.2

$ 2.3

$ 5.6

[1]

Assets by Reportable Segments (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2011	Dec. 31, 2010
Trade receivables, net, and finished goods inventory, net
Total segments and other	$ 1,861.4	$ 1,761.1
Assets not allocated
Cash and cash equivalents	540.8	703.6	$ 800.3	$ 675.6
Property and equipment, net	1,233.9	1,269.2
Goodwill	3,117.4	4,209.6
Intangibles, net	1,772.4	2,035.7
Assets held for sale	264.1	279.0
Other	1,387.7	1,173.8
Total assets	10,177.7	11,432.0
Food Packaging [Member]
Trade receivables, net, and finished goods inventory, net
Total segments and other	443.6	420.4
Assets not allocated
Goodwill	392.4	391.7
Food Solutions [Member]
Trade receivables, net, and finished goods inventory, net
Total segments and other	204.6	210.1
Assets not allocated
Goodwill	148.2	147.9
Protective Packaging [Member]
Trade receivables, net, and finished goods inventory, net
Total segments and other	322.4	307.8
Assets not allocated
Goodwill	1,262.2	1,260.0
Diversey [Member]
Trade receivables, net, and finished goods inventory, net
Total segments and other	820.3	758.3
Assets not allocated
Goodwill	1,158.6	2,252.7
Other [Member]
Trade receivables, net, and finished goods inventory, net
Total segments and other	70.5	64.5
Assets not allocated
Goodwill	$ 156.0	$ 157.3

Inventories and Reduction of Certain Inventories to LIFO Basis (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Inventories [Line Items]
Raw materials	$ 155.0	$ 150.8
Work in process	147.0	121.0
Finished goods	614.2	559.0
Subtotal (at FIFO)	916.2	830.8
Reduction of certain inventories to LIFO basis	(55.2)	(53.3)
Total	$ 861.0	$ 777.5

Inventories - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
U.S. inventories determined by LIFO method	$ 140	$ 121

Property and Equipment, Net (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Land and improvements	$ 142.0	$ 139.4
Buildings	712.0	702.3
Machinery and equipment	2,509.3	2,460.7
Other property and equipment	146.3	151.6
Construction-in-progress	97.9	103.9
Property and equipment	3,607.5	3,557.9
Accumulated depreciation and amortization	(2,373.6)	(2,288.7)
Property and equipment, net	$ 1,233.9	$ 1,269.2

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.

Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Interest Expense [Line Items]
Interest cost capitalized	$ 1.6	$ 1.2	$ 3.9	$ 2.9
Depreciation and amortization expense for property and equipment	$ 42.8	$ 34.2	$ 131.1	$ 102.1

Summary of Goodwill Segment Reporting Structure (Detail)
$ in Millions

9 Months Ended

Sep. 30, 2012

USD ($)

Purchase Price Adjustments

$ 4,209.6

36.6

16.5

Goodwill Impairment

(1,145.3)

3,117.4

391.7

0.7

392.4

147.9

0.3

148.2

1,260.0

2.2

1,262.2

Purchase Price Adjustments

2,252.7

38.2

^[1]

13.0

Goodwill Impairment

(1,145.3)

1,158.6

Purchase Price Adjustments

157.3

(1.6)

0.3

$ 156.0

[1]

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-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
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-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-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 141R
-Paragraph 72
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-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
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-Name Statement of Financial Accounting Standard (FAS)
-Number 142
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-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
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
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Loss recognized during the period that results from the write-down of goodwill after comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Goodwill is assessed at least annually for impairment.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
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-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 142
-Paragraph 43
-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
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-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 20
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 5
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 47
-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.

Goodwill and Identifiable Intangible Assets - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2012 USD ($) Unit
Number of reporting units, of Diversey segment, for which fair value of goodwill was lower than carrying value \| Unit	3
Estimated goodwill impairment charge	$ 1,100
Indefinite-Lived Intangible Assets (Excluding Goodwill)	714
Research and Development in Process	22
Trademarks and trade names [Member]
Trademarks and tradenames, acquired in connection with the acquisition of Diversey	$ 692

The amount of purchased research and development assets that are acquired in a business combination have no alternative future use and are therefore written off in the period of acquisition.

Definite And Indefinite Lived Intangible Assets By Major Class [Line Items]

Summarize of Identifiable Intangible Assets With Definite and Indefinite Useful Lives (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2012

Dec. 31, 2011

$ 2,134.0

$ 2,112.6

(172.6)

(76.9)

Impairment (1)

^[1]

(189.0)

Customer relationships [Member]

1,772.4

2,035.7

Definite And Indefinite Lived Intangible Assets By Major Class [Line Items]

965.1

960.2

(92.0)

(36.6)

Trademarks and trade names [Member]

873.1

923.6

Definite And Indefinite Lived Intangible Assets By Major Class [Line Items]

882.3

(0.9)

(0.8)

Impairment (1)

^[1]

(189.0)

Impairment recorded, net of taxes

692.4

881.5

Impairment recorded

189.0

117.0

Technology [Member]

Definite And Indefinite Lived Intangible Assets By Major Class [Line Items]

242.3

229.9

(67.1)

(33.4)

Definite And Indefinite Lived Intangible Assets By Major Class [Line Items]

175.2

196.5

Contracts [Member]

44.3

40.2

(12.6)

(6.1)

Maximum purchase limit for receivable interests under Accounts Receivable Securitization Program

$ 31.7

$ 34.1

[1]

Accounts Receivable Securitization Program - Additional Information (Detail) - USD ($)
$ in Millions

9 Months Ended

Sep. 30, 2012

Dec. 31, 2011

$ 125.0

Accounts receivable securitization program expiration date

2012-12

Accounts receivable securitization program extended maturity period

2013-09

Amount available for accounts receivable securitization program

^[1]

$ 118.0

$ 92.0

Level of eligible assets available under accounts receivable securitization program

Less than $125 million

Amount outstanding under accounts receivable securitization program

$ 0.0

[1]	See Note 9, "Accounts Receivable Securitization Program," for further details of this program.

Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Mar. 31, 2012	Sep. 30, 2012
Integration and optimization program [Member]
Restructuring Cost and Reserve [Line Items]
Expected completed date of restructuring program			Dec. 31, 2014
Asset impairment charges		$ 5.0
Amount of stock appreciation rights that were issued	$ 37.5		$ 110.6
Cumulative cash payments	86.0		86.0
Restructuring Expected Accrual to Pay	68.0		68.0
Restructuring Expected Accrual Remaining to Pay	7.0		7.0
Recognized associated costs	2.9		10.3
Integration and optimization program [Member] \| Stock Appreciation Rights (SARs) [Member]
Restructuring Cost and Reserve [Line Items]
Amount of stock appreciation rights that were issued			8.0
European principal company [Member]
Restructuring Cost and Reserve [Line Items]
Recognized associated costs	$ 1.0		$ 12.0

Associated Costs and Related Restructuring Charges (Detail) - Integration and optimization program [Member] - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Restructuring Cost and Reserve [Line Items]
Cumulative associated costs		$ 10.3
Restructuring charges		162.9
Total cumulative associated costs and restructuring charges		173.2
Associated costs	$ 2.9	10.3
Restructuring charges	37.5	110.6
Total associated costs and restructuring charges	$ 40.4	$ 120.9

The charge against earnings in the period for known and estimated costs of termination benefits provided to current employees that are involuntarily terminated under a benefit arrangement associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding costs or losses pertaining to an entity newly acquired in a business combination or a discontinued operation as defined by generally accepted accounting principles and costs associated with one-time termination benefits.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 420
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 420
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-Paragraph 1
-Subparagraph (SAB TOPIC 5.P.3)
-URI http://asc.fasb.org/extlink&oid=6394695&loc=d3e140864-122747

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
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-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5-8
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 5
-Section P
-Subsection 3, 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 146
-Paragraph 8-13, 20
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS146-1
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 112
-Paragraph 7
-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.

Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Detail) - Integration and optimization program [Member] $ in Millions	9 Months Ended
	Sep. 30, 2012 USD ($)
Restructuring accrual at December 31, 2011	$ 24.3
Additional accrual and accrual adjustments for severance and termination benefits	110.6
Cash payments during 2012	(57.8)
Effect of changes in foreign currency exchange rates	(1.0)
Restructuring accrual at September 30, 2012	$ 75.5

Amount of any reversal and other adjustment made during the period to the amount of a previously accrued liability for a specified type of restructuring cost, excluding adjustments for costs incurred during the period, costs settled during the period, and foreign currency translation adjustments.

Total Debt Outstanding (Detail) - USD ($)
$ in Millions

Sep. 30, 2012

Dec. 31, 2011

Current portion of long-term debt

Short-term borrowings

$ 49.0

$ 34.5

402.0

1.9

Total current debt

451.0

36.4

Long-term debt, less current portion

49.0

34.5

Other

2.9

2.8

4,486.3

4,966.7

Total debt(4)

^[1]

4,937.3

5,003.1

Multicurrency term A facility tranche [Member]

Multicurrency term B facility tranche [Member]

^[2]

875.1

945.7

5.625 % Senior Notes due July 2013 [Member]

^[2]

1,111.2

1,118.8

12% Senior Notes due February 2014 [Member]

^[3]

400.5

401.0

^[4],[5]

7.875% Senior Notes due June 2017 [Member]

^[3],[4]

154.2

156.3

8.125% Senior Notes due 2019 [Member]

394.3

393.5

8.375% Senior Notes due 2021 [Member]

750.0

6.875% Senior Notes due July 2033 [Member]

750.0

Line of Credit Facility [Line Items]

$ 448.6

[1]	The weighted average interest rate on our outstanding debt was 6.4% as of September 30, 2012 and 2.6% as of December 31, 2011.
[2]	In the nine months ended September 30, 2012, we prepaid our 2013 Term Loan A ($78 million) and Term Loan B ($8 million) installments.
[3]	The carrying value of such debt includes adjustments due to interest rate swaps. The fair value of such debt includes adjustments due to outstanding interest rate swaps. See Note 12, "Derivatives and Hedging Activities."
[4]	Amount includes adjustments due to interest rate swaps. See "Interest Rate Swaps," of Note 12, "Derivatives and Hedging Activities," for further discussion.
[5]	Our 5.625% Senior Notes mature in July 2013. Accordingly, we reclassed the carrying value of these notes to current portion of long-term debt from long-term debt, less current portion in July 2012.

Total Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
5.625 % Senior Notes due July 2013 [Member]
Debt Instrument [Line Items]
Debt interest rate	5.625%	5.625%
Unamortized discount		$ 0.3
12% Senior Notes due February 2014 [Member]
Debt Instrument [Line Items]
Debt interest rate	12.00%	12.00%
7.875% Senior Notes due June 2017 [Member]
Debt Instrument [Line Items]
Debt interest rate	7.875%	7.875%
Unamortized discount	$ 5.7	$ 6.5
8.125% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Debt interest rate	8.125%	8.125%
8.375% Senior Notes due 2021 [Member]
Debt Instrument [Line Items]
Debt interest rate	8.375%	8.375%
6.875% Senior Notes due July 2033 [Member]
Debt Instrument [Line Items]
Debt interest rate	6.875%	6.875%
Unamortized discount	$ 1.4	$ 1.4
Multicurrency term A facility tranche [Member]
Debt Instrument [Line Items]
Unamortized lender fees	14.7	19.6
Multicurrency term B facility tranche [Member]
Debt Instrument [Line Items]
Unamortized discount	23.4	26.5
Unamortized lender fees	$ 18.1	$ 21.3

Debt and Credit Facilities - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Oct. 03, 2011	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Debt Instrument [Line Items]
Payments of long-term debt			$ 88.6	$ 6.2
Weighted average interest rate		6.40%	6.40%		2.60%
Credit facility amount outstanding		$ 49.0	$ 49.0		$ 34.5
5.625 % Senior Notes due July 2013 [Member]
Debt Instrument [Line Items]
Senior notes maturity date			Jul. 15, 2013
Unamortized discount					$ 0.3
Term Loan A Facility [Member]
Debt Instrument [Line Items]
Payments of long-term debt			$ 78.0
Term Loan B Facility [Member]
Debt Instrument [Line Items]
Payments of long-term debt			8.0
Term Loan B Facility [Member] \| Dollar component [Member]
Debt Instrument [Line Items]
Percentage of Principal Amount of Notes Sold to Investor	98.00%
Term Loan B Facility [Member] \| Euro component [Member]
Debt Instrument [Line Items]
Percentage of Principal Amount of Notes Sold to Investor	97.00%
Term Loans A and B [Member]
Debt Instrument [Line Items]
Unamortized discount	$ 28.0
Lender fees	48.0
Non-lender fees	$ 51.0
Amortization expenses related to the debt instruments		6.0	17.0
Revolving credit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility		$ 700.0	$ 700.0

Lines of Credit (Detail) - USD ($)
$ in Millions

Sep. 30, 2012

Dec. 31, 2011

Used lines of credit

$ 49.0

$ 34.5

Unused lines of credit

991.3

1,028.7

1,040.3

1,063.2

Accounts receivable securitization program-committed

1,040.3

1,063.2

^[1]

118.0

92.0

Committed line of credit facilities [Member]

Line of Credit Facility [Line Items]

703.1

703.9

Uncommitted line of credit facilities [Member]

703.1

703.9

Line of Credit Facility [Line Items]

337.3

359.3

$ 337.3

$ 359.3

[1]	See Note 9, "Accounts Receivable Securitization Program," for further details of this program.

Other Lines of Credit (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Available lines of credit	$ 1,040.3	$ 1,063.2
Unused lines of credit	991.3	1,028.7
Lines of credit other [Member]
Debt Instrument [Line Items]
Available lines of credit	340.4	363.2
Unused lines of credit	$ 291.3	$ 328.7

Derivatives and Hedging Activities - Additional Information (Detail) Derivative in Millions, $ in Millions	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2012 USD ($) Derivative	Dec. 31, 2011 USD ($) Derivative	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($) Derivative	Sep. 30, 2011 USD ($)	Dec. 31, 2011 USD ($) Derivative
Derivative Instruments, Gain (Loss) [Line Items]
Cash received from termination of swaps	$ 2.0
Number of foreign exchange options outstanding \| Derivative	0	0		0		0
Number of interest rate and Currency swap agreements outstanding \| Derivative	0	0		0		0
Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market adjustment to record Increase or decrease in the carrying amount of the 12% and 5.625% Senior Notes						$ 2.0
Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Increase (decrease) in carrying value due to interest rate swap		$ 6.0
Increase (decrease) in interest expense due to interest rate swap	$ 0.2	$ 1.0	$ 2.0	$ 0.7	$ 4.0
5.625 % Senior Notes due July 2013 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate on senior notes	5.625%	5.625%		5.625%		5.625%
12% Senior Notes due February 2014 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate on senior notes	12.00%	12.00%		12.00%		12.00%
Cash received from termination of swaps	$ 2.0
Foreign Exchange Option [Member] \| Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Maximum original maturity period of Foreign Currency Forward Contracts				12 months
Terminated an interest rate swap with notional amount interest rate swaps		$ 7.0
Foreign currency forward contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Estimated fair value of foreign currency forward contract, asset	$ 6.0	$ 15.0		$ 6.0		$ 15.0

Fair Value of Derivative Instruments (Detail) - USD ($)
$ in Millions

Sep. 30, 2012

Dec. 31, 2011

Derivative Liability, Fair Value, Net, Total

^[1]

$ 22.8

$ 20.6

^[1]

(16.8)

(3.5)

Foreign currency forward contracts [Member] | Designated as Hedging Instrument [Member]

Derivative Liability, Fair Value, Net, Total

^[1]

0.5

^[1]

(0.5)

Foreign currency forward contracts [Member] | Not Designated as Hedging Instrument [Member]

Derivative Liability, Fair Value, Net, Total

^[1]

22.8

18.0

^[1]

$ (16.8)

(3.0)

Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member]

Derivative Instruments, Gain (Loss) [Line Items]

^[1]

$ 2.1

[1]	Asset derivatives are included in other assets and liability derivatives are included in other liabilities.

Effect of Derivative Instruments on Condensed Consolidated Statement of Operations (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2012

^[1]

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

^[2]

Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total

$ 13.6

$ 8.4

^[1]

$ 8.3

^[1]

$ 11.4

Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total

1.3

^[1]

0.4

^[1]

3.6

Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total

^[1],[3]

(0.1)

Not Designated as Hedging Instrument [Member] | Foreign currency forward contracts [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Derivative Instruments, Gain (Loss) Recognized in Income, Net, Total

^[3]

$ 13.6

$ 7.2

^[1]

$ 8.0

^[1]

$ 7.8

[1]	Amounts recognized on the foreign currency forward contracts were included in other income (expense), net. Amounts recognized on the interest rate swaps were included in interest expense.
[2]	Asset derivatives are included in other assets and liability derivatives are included in other liabilities.
[3]	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 condensed consolidated statement of operations. The underlying foreign currency denominated items include third party and intercompany receivables and payables and interest-bearing intercompany loans. See "Foreign Currency Forward Contracts Not Designated as Hedges" above for further information.

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.

Fair Value Measurements (Detail) - USD ($) $ in Millions	Sep. 30, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 11.0	$ 148.9
Interest Rate Swaps [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset		2.1
Foreign currency forward contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset	6.0	15.0
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0.0
Level 1 [Member] \| Foreign currency forward contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset	0.0
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	11.0	148.9
Level 2 [Member] \| Interest Rate Swaps [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset		2.1
Level 2 [Member] \| Foreign currency forward contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset	6.0	$ 15.0
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0.0
Level 3 [Member] \| Foreign currency forward contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative financial instruments net asset	$ 0.0

This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Carrying Amount and Estimated Fair Values of Debt (Detail) - USD ($)
$ in Millions

Sep. 30, 2012

Dec. 31, 2011

Other foreign loans fair value

$ 52.2

$ 37.4

Other domestic loans fair value

0.6

1.3

Fair Value

5,148.1

5,163.8

Other foreign loans carrying value

49.0

34.5

52.8

37.8

Other domestic loans carrying value

0.6

1.4

Carrying Amount

^[1]

4,937.3

5,003.1

5.625 % Senior Notes due July 2013 [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[2]

409.2

414.1

12% Senior Notes due February 2014 [Member]

^[2]

400.5

401.0

^[3],[4]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[2]

172.6

179.8

Multicurrency term A facility tranche [Member]

^[2],[3]

154.2

156.3

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Credit facility amount outstanding fair value

^[5]

875.1

945.7

7.875% Senior Notes due June 2017 [Member]

^[5]

875.1

945.7

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

430.4

426.0

Multicurrency term B facility tranche [Member]

394.3

393.5

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Credit facility amount outstanding fair value

^[5]

1,111.2

1,118.8

8.125% Senior Notes due 2019 [Member]

^[5]

1,111.2

1,118.8

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

830.4

824.5

8.375% Senior Notes due 2021 [Member]

750.0

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

841.2

826.9

6.875% Senior Notes due July 2033 [Member]

750.0

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

425.2

389.3

$ 448.6

[1]	The weighted average interest rate on our outstanding debt was 6.4% as of September 30, 2012 and 2.6% as of December 31, 2011.
[2]	The carrying value of such debt includes adjustments due to interest rate swaps. The fair value of such debt includes adjustments due to outstanding interest rate swaps. See Note 12, "Derivatives and Hedging Activities."
[3]	Amount includes adjustments due to interest rate swaps. See "Interest Rate Swaps," of Note 12, "Derivatives and Hedging Activities," for further discussion.
[4]	Our 5.625% Senior Notes mature in July 2013. Accordingly, we reclassed the carrying value of these notes to current portion of long-term debt from long-term debt, less current portion in July 2012.
[5]	Includes non-U.S. dollar tranches.

Carrying Amount and Estimated Fair Values of Debt (Parenthetical) (Detail)	Sep. 30, 2012	Dec. 31, 2011
5.625 % Senior Notes due July 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	5.625%	5.625%
12% Senior Notes due February 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	12.00%	12.00%
7.875% Senior Notes due June 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	7.875%	7.875%
8.125% Senior Notes due 2019 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	8.125%	8.125%
8.375% Senior Notes due 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	8.375%	8.375%
6.875% Senior Notes due July 2033 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt interest rate	6.875%	6.875%

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Tax [Line Items]
Income tax provision (benefit)	$ 48.0	$ (26.4)	$ 55.4	$ (73.8)
Income tax benefit rate		26.00%	4.00%	27.00%
Settlement of tax disputes	2.0		$ 12.0
Increased valuation allowances	36.0		$ 36.0
Statutory U.S. federal tax rate		35.00%		35.00%
Unrecognized tax benefits	$ 38.0

Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions	1 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2007 shares	Feb. 28, 2002 USD ($)	Sep. 30, 2012 USD ($) shares	Dec. 31, 2011 USD ($) shares	Dec. 31, 2002 USD ($)	Sep. 19, 2008 Trust	Dec. 05, 2002 $ / shares
Commitment And Contingencies [Line Items]
Settlement agreement pre-tax charge					$ 850.0
Charge covering a cash payment that will be required to make under settlement agreement upon the effectiveness of an appropriate plan of reorganization					513.0
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			$ 352.0	$ 319.0
Non cash charges at fair value market					322.0
Adjustment of company's common stock that is charged and expected to be issued under settlement agreement \| shares	9,000,000
Issue of adjusted common stock under the settlement agreement \| shares	18,000,000		18,000,000	18,000,000
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					0.9
Excess of the aggregate fair value market over aggregated par value of common shares					321.0
Legal and related fees related to Settlement agreement					$ 16.0
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 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.
Percentage of Holders Approving PI Settlement Plan Under Bankruptcy Code			75.00%
Charges accrued by Fresenius for potential liabilities		$ 172.0

Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			3 Months Ended	9 Months Ended
	Jul. 12, 2012	Apr. 19, 2012	Feb. 16, 2012	Sep. 30, 2012	Oct. 31, 2012	Sep. 30, 2012	Dec. 31, 2012	Sep. 14, 2012	Sep. 01, 2012	Jun. 15, 2012	Mar. 27, 2012	Mar. 16, 2012	Mar. 09, 2012	Dec. 31, 2011	Mar. 11, 2011	Mar. 08, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends declared per common share	$ 0.13	$ 0.13	$ 0.13		$ 0.13
Estimated dividend payment					$ 25
Common stock issued				204,493,191	195,000,000	204,493,191								202,528,616
Common stock outstanding				194,422,170	195,000,000	194,422,170								192,062,185
Available cash to pay cash dividend								$ 25		$ 25		$ 25
Valuation per share									$ 14.27		$ 23.40
Stock Appreciation Rights (SARs) [Member] \| General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense				$ 3		$ 13
Payment due to exercise SARs						41
Liability for SARs				30		30
Stock Appreciation Rights (SARs) [Member] \| Restructuring Charges [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense				1		8
Payment due to exercise SARs						18
Liability for SARs				$ 1		$ 1
2012 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted number of common stock shares to be earned under the performance incentive plan						554,381
Aggregate increase or decrease in the number of shares earned for all participants based on the performance						55,438
Per share price of common stock									$ 14.27		19.72
Target level for the determination of performance goals and measures				100.00%		100.00%
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level						554,381
2012 Three-year PSU Awards [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						0.00%
2012 Three-year PSU Awards [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						200.00%
2011 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted number of common stock shares to be earned under the performance incentive plan						380,617
Aggregate increase or decrease in the number of shares earned for all participants based on the performance						38,062
Per share price of common stock															$ 26.18
Target level for the determination of performance goals and measures				84.00%		84.00%
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level						159,859
Percentage targeted number of common stock shares net of forfeiture related to volume goal						66.00%
Targeted number of common stock shares to be earned under performance incentive plan at volume target level						125,604
2011 Three-year PSU Awards [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						0.00%
2011 Three-year PSU Awards [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						200.00%
2010 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted number of common stock shares to be earned under the performance incentive plan						413,642
Aggregate increase or decrease in the number of shares earned for all participants based on the performance						41,364
Per share price of common stock																$ 20.88
Target level for the determination of performance goals and measures				97.00%		97.00%
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level						200,616
Targeted number of common stock shares to be earned under performance incentive plan at volume target level						328,845
Maximum level for the determination of performance goals and measures				159.00%		159.00%
2010 Three-year PSU Awards [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						0.00%
2010 Three-year PSU Awards [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						200.00%
2012 CEO Incentive Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Targeted number of common stock shares to be earned under the performance incentive plan						273,834
Common stock share price on grant date											$ 19.72
Targeted number of common stock shares to be earned under the performance incentive plan for adjusted EBITDA goal						150,855
Target level for the determination of performance goals and measures for adjusted EBITDA goal				79.00%		79.00%
Target level for determination of net debt reduction goals measures				100.00%		100.00%
Targeted number of common stock shares to be earned for net debt reduction goals						82,150
2012 CEO Incentive Compensation [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						0.00%
2012 CEO Incentive Compensation [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares to be issued as a percentage of target shares under the performance incentive plan						200.00%
SLO Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation stock award premium							25.00%							25.00%
Restricted stock shares and restricted stock units included in SLO Award target				77,731		77,731							11,212

Total Share-based Compensation Expense (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	$ 6.6	$ 4.5	$ 16.9	$ 17.7
2012 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	0.8		2.2
2011 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	0.6	0.7	1.4	2.5
2010 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	0.9	0.8	1.2	4.6
2009 Three-year PSU Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense		1.2		3.6
2012 CEO Incentive Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	1.1		3.4
SLO Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	0.2	(0.3)	0.6	0.3
Other long-term share-based incentive compensation programs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based incentive compensation expense	$ 3.0	$ 2.1	$ 8.1	$ 6.7

Stockholders' Equity (Estimated Amount of Total Share-based Compensation Expense) (Detail)
$ in Millions

Sep. 30, 2012

USD ($)

$ 6.7

^[1]

2013

15.9

^[1]

2014

9.5

^[1]

2015

1.6

^[1]

2012 Three-year PSU Awards [Member]

33.7

^[1]

2011 Three-year PSU Awards [Member]

0.9

3.7

3.7

8.3

0.6

2013

2.4

2010 Three-year PSU Awards [Member]

3.0

0.9

2012 CEO Incentive Compensation [Member]

0.9

1.1

1.1

SLO Awards [Member]

0.2

2013

0.2

Other long-term share-based incentive compensation programs [Member]

0.4

Net (loss) earnings available to common stockholders

3.0

9.6

5.8

1.6

$ 20.0

[1]	The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation.

Calculation of Basic and Diluted Net (Loss) Earnings Per Common Share (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 31, 2011

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Numerator

$ (1,232.4)

$ 73.7

$ (1,252.0)

$ 198.4

Distributed and allocated undistributed net earnings to non-vested restricted stockholders

(0.1)

(0.4)

(1.2)

Distributed and allocated undistributed net (loss) earnings to common stockholders

(1,232.5)

73.3

(1,252.4)

197.2

Distributed net earnings-dividends paid to common stockholders

(25.1)

(20.7)

(75.3)

(62.1)

Allocation of undistributed net (loss) earnings to common stockholders

$ (1,257.6)

$ 52.6

$ (1,327.7)

$ 135.1

Denominator

Weighted average number of common shares outstanding-basic

^[1],[2]

193.2

159.3

192.7

159.1

Basic net (loss) earnings per common share:

Distributed net earnings to common stockholders

$ 0.13

$ 0.39

Allocated undistributed net (loss) earnings to common stockholders

(6.51)

0.33

(6.89)

0.85

Net (loss) earnings per common share - basic

$ (6.38)

$ 0.46

$ (6.50)

$ 1.24

Numerator

Distributed and allocated undistributed net (loss) earnings to common stockholders

$ (1,232.5)

$ 73.3

$ (1,252.4)

$ 197.2

Add: Allocated undistributed net earnings to non-vested restricted stockholders

0.4

0.9

Less: Undistributed net earnings reallocated to non-vested restricted stockholders

(0.3)

(0.8)

Net (loss) earnings available to common stockholders-diluted

^[1],[2]

$ (1,232.5)

$ 73.4

$ (1,252.4)

$ 197.3

Denominator(1)(2)

Weighted average number of common shares outstanding-basic

^[1],[2]

193.2

159.3

192.7

159.1

Effect of assumed issuance of Settlement agreement shares

^[1],[2]

18.0

Effect of non-vested restricted stock and restricted stock units

0.6

0.4

Weighted average number of common shares outstanding-diluted

193.2

177.9

192.7

177.5

Net (loss) earnings per common share - Diluted

$ (6.38)

$ 0.41

$ (6.50)

$ 1.11

Common stock reserved

18.0

Number of common stock shares received by Diversey stockholders

Denominator(1)(2)

31.7

[1]

Includes the weighted-average share impact in 2012 of 31.7 million shares issued as part of the total consideration paid in connection with the acquisition of Diversey on October 3, 2011.

[2]

Details of Other Income (Expense), Net (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Component of Other Expense, Nonoperating [Line Items]
Interest and dividend income	$ 3.5	$ 1.5	$ 10.2	$ 5.7
Net foreign exchange transaction (losses) gains	(0.8)	1.3	(10.8)	(6.2)
Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey.				6.3
Settlement agreement related costs	(0.4)	(0.2)	(0.6)	(0.8)
Other, net	(1.1)	(2.1)	(7.3)	(4.3)
Other income (expense), net	$ 1.2	6.8	$ (8.5)	0.7
Diversey [Member]
Component of Other Expense, Nonoperating [Line Items]
Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey.		$ 6.3		$ 6.3

The aggregate foreign currency transaction gain (loss) (both realized and unrealized) included in determining net income for the reporting period. Excludes foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements. For certain enterprises, primarily banks, that are dealers in foreign exchange, foreign currency transaction gains (losses) may be disclosed as dealer gains (losses).