Acquisition of Diversey Holdings Inc (Tables)

12 Months Ended

Dec. 31, 2011

Acquisition of Diversey Holdings, Inc. [Abstract]

Summary of the consideration transferred

Cash	$	2,098.7
31.7 million shares of Sealed Air common stock (at October 3, 2011 average price of $16.18 per share)		512.9
Fair value of Diversey preferred stock investment(1)		262.9
Fair-value-based measure of the portion of the SARs attributed to pre-acquisition service(2)		50.8
Total consideration	$	2,925.3

Estimated fair values of the Assets Acquired and Liabilities Assumed

Net assets acquired (liabilities assumed):
Cash	$	109.3
Restricted cash		269.2
Receivables, net		592.7
Inventories(1)		308.1
Current deferred tax assets(2)		60.9
Prepaid expenses and other current assets		161.8
Property and equipment, net(3)		420.0
Intangible assets(4)		2,072.1
Non-current deferred tax assets(2)		62.9
Other assets, net(5)		178.7
Short-term borrowings		(55.0	)
Accounts payable		(337.8	)
Other current liabilities		(488.8	)
Long-term debt, less current portion		(1,648.8	)
Non-current deferred tax liabilities(2)		(619.4	)
Other liabilities(5)		(443.2	)
Total net assets acquired		642.7
Goodwill		2,282.6
Total consideration	$	2,925.3

Fair Value of Inventories

Estimated net step-up in fair value	$	11.6
Increase due to change from LIFO to FIFO		5.5
Total	$	17.1

Fair Value of Property and Equipment Net

	Estimated Net Step-up in Fair Value
Land	$	53.2
Buildings and building improvements		0.8
Machinery and equipment		21.5
Fixed assets — other		12.4
Total	$	87.9

Fair value of Intangible assets

	Estimated Fair Value		Estimated Weighted Average Useful Lives (Years)
Customer relationships	$	1,007.6	13.0
Trademarks and trade names		872.4	indefinite
Technology (1)		159.6	8/indefinite
Contracts		32.5	5.0
Total	$	2,072.1

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

Financial information for Diversey

Net sales	$	795.9
Operating loss (1)	$	(57.1	)
Loss from continuing operations	$	(72.3	)

(1) This loss includes:

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

• amortization of intangible assets acquired of $31 million;

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

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

Supplemental pro forma information

	Year Ended		Year Ended
	December 31, 2011		December 31, 2010
Net sales	$	8,105.4	$	7,617.8
Operating profit(1)	$	637.5	$	688.7
Net earnings from continuing operations(1)	$	129.8	$	173.8
Weighted average number of common shares outstanding:
Basic		190.8		190.0
Diluted		209.2		208.4
Net earnings per common share:
Basic	$	0.68	$	0.91
Diluted	$	0.62	$	0.83