Net Earnings Per Common Share

12 Months Ended

Dec. 31, 2011

Net Earnings Per Common Share [Abstract]

Net Earnings Per Common Share

Note 19  Net Earnings Per Common Share

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

	2011			2010			2009
Basic Net Earnings Per Common Share:
Numerator
Net earnings available to common stockholders	$	149.1		$	255.9		$	244.3
Distributed and allocated undistributed net earnings to non-vested restricted stockholders		(0.9	)		(1.6	)		(1.9	)
Distributed and allocated undistributed net earnings to common stockholders		148.2			254.3			242.4
Distributed net earnings — dividends paid to common stockholders		(86.8	)		(79.2	)		(75.6	)
Allocation of undistributed net earnings to common stockholders	$	61.4		$	175.1		$	166.8
Denominator
Weighted average number of common shares outstanding — basic (1)		167.0			158.3			157.2
Basic net earnings per common share:
Distributed net earnings to common stockholders	$	0.52		$	0.50		$	0.48
Allocated undistributed net earnings to common stockholders		0.37			1.11			1.06
Basic net earnings per common share:	$	0.89		$	1.61		$	1.54
Diluted Net Earnings Per Common Share:
Numerator
Distributed and allocated undistributed net earnings to common stockholders	$	148.2		$	254.3		$	242.4
Add: Allocated undistributed net earnings to non-vested restricted stockholders		0.4			1.1			1.3
Interest on 3% Convertible Senior Notes, net of taxes(2)		—			—			4.4
Less: Undistributed net earnings reallocated to non-vested restricted stockholders		(0.3	)		(1.0	)		(1.2	)
Net earnings available to common stockholders — diluted	$	148.3		$	254.4		$	246.9
Denominator
Weighted average number of common shares outstanding — basic		167.0			158.3			157.2
Effect of assumed issuance of Settlement agreement shares		18.0			18.0			18.0
Effect of non-vested restricted stock units		0.4			0.4			0.2
Effect of conversion of 3% Convertible Senior Notes(2)		—			—			7.2
Weighted average number of common shares outstanding — diluted		185.4			176.7			182.6
Diluted net earnings per common share	$	0.80		$	1.44		$	1.35

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

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

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

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

PSU Awards

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

SLO Awards

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