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Sealed Air (NYSE:SEE)

Q3 2011 Earnings Call

October 26, 2011 11:00 am ET

Executives

Tod S. Christie - Interim Chief Financial officer and Treasurer

Amanda Butler - Director of Investor Relations

William V. Hickey - Chief Executive Officer, President and Director

Analysts

George L. Staphos - BofA Merrill Lynch, Research Division

Gilbert Alexandre

Alex Ovshey - Goldman Sachs Group Inc., Research Division

Chip A. Dillon - Vertical Research Partners Inc.

Philip Ng - Jefferies & Company, Inc., Research Division

Rosemarie J. Morbelli - Gabelli & Company, Inc.

Mark Wilde - Deutsche Bank AG, Research Division

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

Operator

Good morning, everyone, and welcome to the Sealed Air Conference Call discussing the company's third quarter 2011 results. This call is being recorded.

Leading the call today, we have William V. Hickey, President and Chief Executive Officer; and Tod S. Christie, Treasurer and Interim Chief Financial Officer.

[Operator Instructions] And now, at this time, I'd like to turn the call over to Amanda Butler, Director of Investor Relations. Please go ahead, Ms. Butler.

Amanda Butler

Thank you, and good morning, everyone. Before we begin our call today, I'd like to remind you that statements made during this call, stating management's outlook or predictions for the future, are forward-looking statements. These statements are made solely on information that is now available to us. And we encourage you to review the information in the section entitled Forward-looking Statements in our earnings release, which applies to all business calls. Additionally, our future performance may be different due to a number of factors, and many of these factors are listed in our most recent annual report on Form 10-K, which you can find on our website at sealedair.com. We also discuss financial measures that do not conform to U.S. GAAP. You may find important information on our use of these measures and the reconciliation to U.S. GAAP in the financial table that we have included in our earnings release.

And now, I'll turn the call over to Bill Hickey, our CEO. Bill?

William V. Hickey

Thank you, Amanda, and good morning to everyone. Today's call marks the first discussion with investors following the close of the Diversey acquisition on October 3. As I commented earlier this month, the addition of Diversey marks the beginning of an exciting new era of opportunity for Sealed Air, our employees and our customers. And today I can say with pride that we are the new leader in food safety and security, facility hygiene and product protection. Protecting what you eat and drink, protecting the places you go and protecting the valuable products you use everyday.

As we noted in our press release earlier today, we have made solid strides in our integration planning process, have expanded the addressable areas for cost synergies and are in active discussions with customers and partners in expanding sales and revenue opportunities. We have a lot to get through on the call today, and I thought I would like to ensure that we have ample time for Q&A. I will spend the next few minutes highlighting our legacy Sealed Air third quarter 2011 business performance, and then Tod will detail key financial items. We will then review Diversey Holdings third quarter results, which are currently preliminary and unaudited. We will finish with our outlook for the balance of the year and then take your questions.

We reported third quarter legacy Sealed Air 2011 earnings per share results of $0.41 per share, which compares to $0.43 in 2010. Excluding the $0.07 related to acquisition expenses, our adjusted earnings per share increased 12% over 2010's third quarter to $0.48.

Additionally, we reported a 2% increase in adjusted EBITDA to $196 million, and generated $127 million of free cash flow in the quarter. These achievements reflect solid fundamentals in our core business in a weakening economy, aided by favorable foreign exchange but driven by higher price and volume results, tight control of expenses and approximately $7 million in productivity benefits. Together, these factors helped to offset nearly $40 million in higher petrochemical raw material and freight cost in the third quarter.

I would like to point out that resin-based raw material cost were trending favorably in the third quarter on a sequential basis, but only at a very modest rate. In fact, our average price per pound improved only 2% sequentially in the third quarter, with the most notable price benefits coming in the month of September.

We expect to recognize additional benefits in the fourth quarter as we anticipate continued sequential improvements in resin cost. Nonetheless, our full 2011 average price per pound remains in the low teens percent higher than 2010 prices. In response to the higher input cost, we have been focusing on raising our selling prices to recover these higher costs. It has been particularly difficult in this slowing economy to recover higher input cost when demand has been tepid at best. We have had to step back from some volume to realize our pricing. Most of the stepping back was with price-focused buyers that do not always agree with our value proposition, but I am confident we can get these customers back anytime with an attractive price offer. In managing our business, we have been very sensitive to strategically balancing price actions and sales volumes across our portfolio.

Overall, the fundamentals of the business remained very solid in the quarter, with 10% reported top-line growth, or 4% increase on a constant dollar basis which includes the impact of foreign exchange. In fact, we achieved over a 3% constant dollar sales growth in all of our geographical regions around the world.

Developing regions grew over twice that rate, which is also higher than what we reported in the second quarter. We achieved a 3% improvement in price mix in the quarter, which demonstrated successful pricing campaigns across our segments. This benefit, combined with ongoing strong customer reception of our growth programs, developing region expansions and continued equipment and automation demand, continue to offset the slowing pace of economic growth seen in our core end markets during the third quarter. As a result, we realized the net 1% volume growth rate in this period. In the interest of time, I'll briefly discuss the top-line results for our three key new businesses. In Food Packaging, price mix increased 4%, reflecting the benefits of prior pricing actions and contract adjustments. Reported volume growth was flat. However, we achieved 3% to 4% volume growth in Europe, Asia and Australia, New Zealand due to the expansion of our growth programs and increase in animal and dairy production in those markets, equipment sales in Europe and Australia and continued acceleration of our presence in developing regions around the world, most notably in Central and Eastern Europe and into the Middle East.

Latin America remained flat year-over-year, volume performance as Brazil's meat processing industry is only slowly starting to recover from higher domestic retail prices and an appreciating currency, which has limited exports. This factor offset the solid volume growth we did achieve in the northern cone countries, such as Colombia and Venezuela.

Finally, a 2% volume decline in North America reflected a small customer loss in Canada, which we noted in the second quarter, relatively flat animal production rates in the region and the anniversary of new contracts last year, which created a more challenging year-over-year comparison. Net, net, we believe that we substantially held volumes in the consumer challenged United States, and maintained or increased our market share.

In Food Solutions, price mix increased 4%, similar to what we saw in Food Packaging. However, volumes declined 1% solely on U.S. case-ready volumes, which continue to be impacted by last year's format switch by a major retailer, which we have previously discussed, and are in the process of backfilling. Otherwise, all other regions achieved good volume growth in the quarter.

We achieved a 6% volume increase in Australia and New Zealand, with strength in all product categories, and a 1% volume increase in Europe, largely on growth of our case-ready formats, BDF, Darfresh, Mirabella and in Vertical Pouch Packaging.

In Protective Packaging, price mix increased 3%, reflecting the benefits of our prior pricing actions, which are more pronounced in this quarter. Volumes also increased 3%, led by a 3% increase in North America due to strength in e-commerce and fulfillment markets and a large retail promotion in September. Asia volumes increased 13%, as export markets and domestic manufacturers continue to grow, although at a slower pace in the quarter.

European volumes were steady on a year-over-year basis during the quarter, primarily due to continuing economic uncertainty in that part of the world. Across all regions, we've seen solid growth in our new products such as NewAir I. B. Express, in our core product families including inflatables, Instapak foam in place, air cellular products and Bubble Wrap brand cushioning material.

Lastly, I'd like to jump to our consolidated developing region sales, which represented 17% of total revenue in the quarter. Net sales increased 15%, or 7% on a constant dollar basis. We achieved growth in several areas led by Latin America, where, if we exclude Brazil's results due to the issues in their meat industry, which I previously noted, Latin American sales increased 12%, or 7% on a constant dollar basis. The greatest area of strength was in our industrial business, where we achieved a 4% increase in volumes versus the prior-year, primarily from Mexican exports to the United States.

Our Food business also saw strong growth outside of Brazil, specifically in Mexico and the northern cone countries which include Colombia and Venezuela.

Our second largest area of growth was in China where sales grew 37%, or 32% on a constant dollar basis. Nearly half of this growth was due to favorable comparisons in our Medical business, which we noted in our press release. The balance of the growth in the quarter reflected ongoing demand for our Protective Packaging and Specialty Materials products from the export sector, largely computers, peripherals and consumer electronics, and from the Chinese domestic industrial sector.

Third, Central and Eastern Europe demonstrated a 16% sales increase, or 6% on a constant dollar basis which was largely Food business associated with the ongoing penetration and automation of food customers in that part of the world.

Finally, when looking specifically at Southeast Asia and India combined, sales grew 25%, or 17% on a constant dollar basis. This high rate of growth was driven by both Food and Industrial business gains, as we continue to accelerate our presence as part of our growth programs, which should also benefit from building on Diversey's established infrastructure in that region.

So overall, despite some discrete lower volume performance in certain areas of the world, we're actively working to backfill or have determined to be nonstrategic from a portfolio perspective. We are pleased to see definite areas of sustained strength, demand for new solutions and real returns on our growth programs in the developing parts of the world.

Taken together, we have created a balanced approach which is serving us well during uncertain economic periods, and is still allowing us to achieve solid free cash flow and earnings growth. To discuss the financial results in more detail, I'll pass the balance of the third quarter commentary to Tod.

Tod S. Christie

Thanks, Bill, and good morning, everyone. I'll provide some additional details on third quarter results and the impact of foreign currency on our reported results. I'll also address details of our operating expenses and operating income, as well as key balance sheet, free cash flow and liquidity items.

As you may have noted in our press release, foreign currency was a big factor in our third quarter results. The weaker U.S. dollar contributed to higher sales and expenses for the quarter, as we typically source materials and production in the same regions.

In the third quarter, the euro and other currencies such as the Australian dollar and the Brazilian real recorded double-digit increases in value against the U.S. dollar. This resulted in a $71 million favorable impact on our sales, and had a proportionate impact on our operating profit.

Operating expenses, excluding costs related to the acquisition and integration of Diversey, were $182 million and were even with last year on a constant dollar basis. Operating expenses, as a percentage of net sales declined by 70 basis points, as incremental sales and marketing cost to support our sales growth were offset by lower variable incentive compensation expenses.

Our adjusted operating profit for the quarter, excluding acquisition-related costs, was $154 million, or $6 million higher than last year. Excluding the favorable impact from foreign currency translation, operating profit would have been relatively flat compared to last year.

Our interest expense was $4 million less in the quarter compared with last year, which was due to our December 2010 redemption of $150 million of our 12% senior notes. We reported an $8 million increase in other income and expense in the quarter as compared to prior year. This increase was due to gains that we recorded on foreign currency forward contracts we entered into for various tax planning and intercompany loan transactions in preparation for the closing of the Diversey acquisition. We have excluded these gains which would have equated to $0.02 of higher EPS from our adjusted EPS results.

Now I'd like to turn your attention to some key balance sheet free cash flow and liquidity items. Cash and cash equivalents were $800 million at the end of September, up $95 million from June 30. During the quarter, we paid dividends of $21 million. We anticipate our free cash flow generation will remain solid in the fourth quarter of 2011, as our receivables and inventory balances continue to decline, in line with the pattern of past years.

Our receivables decreased $14 million to $717 million on a reported basis during the quarter. Excluding the decrease attributable to foreign currency translation, our receivables would have increased $18 million or 3%, in line with constant dollar revenue growth in the quarter.

Inventories decreased $26 million on a reported basis during the quarter. Excluding the decrease attributable to foreign currency translation, our inventories would have remained flat in the quarter. We expect our inventory balance to decline in the fourth quarter of the year, in line with the pattern of past years. Inventory days on hand was unchanged at September 30, compared with June 30.

Accounts payable increased by $16 million in the quarter, primarily due to Diversey acquisition-related expenses.

We generated strong free cash flow of $127 million in the third quarter from a combination of earnings, and the currency translation benefits on our working capital balances, largely offsetting the [Audio Gap] translation on our second quarter free cash flow. For the year-to-date, free cash flow was $187 million, and we are on track to achieve our guidance of $225 million to $275 million for the full year. And now I'll turn the call back to Bill to highlight Diversey's preliminary third quarter results and discuss our fourth quarter expectations.

William V. Hickey

Tod, thank you. Earlier today, we included a supplement in our third quarter earnings release which highlights some preliminary and unaudited financial results for Diversey for the third quarter. It's clear that Diversey still was an independent company during the third quarter, and are not part of Sealed Air's results. However, we understand that our investors are interested in how Diversey's business progressed through the quarter, and specifically how their European operations might have been affected by the economic climate in that region.

As you saw on a reported basis, Diversey generated $825 million in sales which declined approximately 1% on a constant dollar basis versus 2010. This reflected 3% lower volumes which were partially [Audio Gap] favorable price mix. These results were largely due to weaknesses in Japan, following the effect of the natural disasters in that country. And in Europe, due to weaknesses in one end market and to exit from a nonstrategic toll manufacturing business. But overall, their results were tempered by their diversified end markets and geographic mix, as well as from the rising benefits from contractual price amendments and pricing actions implemented in the first half of 2011 to recover rising raw material cost. These costs appear to have peaked in the third quarter.

Specifically in Europe, Diversey recorded a 2% decline in constant dollar sales from 3% lower volumes, which were partially offset by 1% higher price. I am pleased to report that volumes held up in most of Diversey's European end markets.

The Food and Beverage business realized both volume and price growth, while the institutional and lodging end markets saw a nearly a 4% decline in volumes. This volume decline reflected weak economic conditions, and reduced spending in the public sector, which represents a large customer base in the institutional end markets in certain countries like Switzerland and Denmark.

We expect continued year-over-year volume and price growth in the fourth quarter for the Food and Beverage business in Europe, but are cautious about any near-term improvement in institutional and lodging due to ongoing uncertainty in the region's economy.

Additionally, credit agreement EBITDA declined on a year-over-year basis due to the timing of recovery of raw material cost and underabsorbed overhead, relating to reduced volumes in the period. Looking ahead to the fourth quarter, pricing benefits are expected to increase, as raw material prices ease, helping to improve margin performance in the fourth quarter.

When we look at the prospects for our new combined company in the fourth quarter, we believe that we will achieve year-over-year volume growth similar to the rate reported in the third quarter at legacy Sealed Air. Price mix is expected to continue to improve and offer margin expansion, as raw material cost continue to ease sequentially. This will help further drive adjusted EBITDA growth and reinforce solid cash flow generation. This improves our exiting ample liquidity and our ability to deleverage rapidly to increase earnings growth.

As I noted in the press release, when we achieved a net debt level below our target of $4.5 billion, we expect to return a portion of free cash flow to shareholders in the form of higher dividends or through share repurchases, adding further value to investors.

For the legacy Sealed Air business, on a stand-alone basis, excluding the impact of Diversey, we have revised our full-year 2011 EPS guidance to $1.70 to $1.75, to reflect the slower rate of economic growth anticipated in the fourth quarter.

We are aware that there is interest in the estimated combined company results for the fourth quarter of 2011 due to the limited pro forma information available at this time. As such, we have provided a few metrics which build upon legacy Sealed Air's core forecast and incorporates our estimates for the Diversey reportable segment in the fourth quarter. We estimate that the combination of the two companies in the fourth quarter will generate net sales between $1.11 billion to $2.18 billion, with an adjusted EBITDA in the $335 million to $345 million range, and maintaining an ongoing asset-light model, with capital expenditures in the range of $45 million to $55 million for the quarter.

As we move into the fourth quarter and a new era for Sealed Air as the leader in protection, we're excited about the ongoing developments identified by our broader organization and our integration planning process, our improved outlook on cost synergies and the daily discussions occurring with customers, which are yielding additional possible revenue synergies and product development concepts.

We have noted that we have over 10 development concepts in hand, and we are working their way through our R&D process, and expect to see at least two of them introduced in early 2012. This adds to the GE-awarded Diversey alliance announced a few weeks ago and the VSS hand washing solution currently in pilot at several healthcare facilities around the country. We have not provided or revised synergy range at this time, as we are evaluating additional synergy opportunities during our integration planning process.

We do want to emphasize however, our confidence in achieving and exceeding the initial commitment of $50 million cost synergy run rate in 2013. And now Tod will highlight a few items that occurred immediately after the acquisition closing that will impact our upcoming fourth quarter results. Tod?

Tod S. Christie

Thanks, Bill. In connection with the acquisition of Diversey on October 3, we finalized the syndication of $3.8 billion in debt that includes $2.3 billion in secured term loans and $1.5 billion in new senior unsecured notes, as well as a new $700 million revolving credit facility. The average cost of our new debt at closing was 5.8%, or 6.2% if including previously existing debt. As a result of these transactions, we have approximately $5.2 billion in total debt on our balance sheet, or a net debt to adjusted EBITDA ratio of 4.4x.

Our cash balances, new revolver and accounts receivable securitization facility comprised approximately $1.5 billion of committed liquidity, providing ample funds to address any near-term obligations.

I'd like to reiterate that we have a strong track record of free cash flow generation and deleveraging through the economic cycle. We plan to maintain our dividend, which is roughly $100 million a year, and use substantially all remaining free cash flow to repay our debt obligations and delever our balance sheet. In fact, we've already paid our 2011 installments due under our new credit facilities, and we anticipate paying all of our 2012 installments by the end of 2011 using free cash flow generated in the fourth quarter. This suggests a preliminary 2012 interest expense range of $385 million to $395 million, which includes approximately $320 million of cash interest expense, $45 million of interest accruals on our Grace settlement liability and approximately $25 million of amortized transaction fees and the original issued discount or OID on our debt.

In addition, we plan to opportunistically invest in our businesses to further enhance our free cash flow generation in the future.

In summary, we remain well-positioned to fund the day-to-day operations of our new combined company, return cash to our shareholders through our regular quarterly dividend and prepay our outstanding term loans. We also stand ready to fund the pending W.R. Grace settlement upon Grace's emergence from bankruptcy, although the funding date remains uncertain. Now I'll turn the call back to Bill and to your questions.

William V. Hickey

Okay. Thank you. Before taking questions, I'd just like to make a few comments about the Sealed Air share price. In my personal opinion, Sealed Air shares are undervalued, and I attribute that to three reasons:

One is a number of investors are selling or have sold a substantial portion of their holdings of Sealed Air. Many of these investors may have been anticipating a liquidity event or a different capital allocation. I want to assure you that I continue to hold all of my Sealed Air shares, and plan to hold them as long as I am active in the management of the company;

Second is information about Diversey is not well known among investors, as it was a privately held company. And due to the complexity of the transaction and the purchase accounting process, we have not been able to provide timely information to investors to help them understand the Diversey business and we'll try to do a better job at that;

Three, the rationale for the transaction was not as obvious to investors, and acquisition and packaging would have been more understandable. We chose not to consolidate the past, as represented by acquiring more mature packaging companies, but to invent that -- the future, by bringing new solutions and new values to the global food chains, as well as packaging and cleaning and sanitation.

Also, as I looked at several transactions announced in the packaging space in the last few months, and the purchase prices of those acquisitions in the high 8s or the low 9x EBITDA multiples, I am comfortable with the price we paid for the Diversey acquisition, which has a higher incremental margin than almost any packaging company I've seen in my 30 years.

I am committing to our investors that we will put all of our efforts in the incentive compensation for the senior management team, into delivering on our commitments for Diversey, and in the near term to begin providing investors with more information about Diversey and the combined company going forward.

With those comments, operator, I'm now happy to take questions via the telephone or via the text from our webcast participants.

Question-and-Answer Session

Operator

.

[Operator Instructions] And our first question comes from the line of George Staphos of Bank of America.

George L. Staphos - BofA Merrill Lynch, Research Division

I guess a couple of questions on Diversey, and thanks for the details and, and the affirmation at the end as well. Selling barrier packaging for food and selling cleaning solutions to food processors in a number of other end markets. They're very technical sales as we've learned about them and my guess would be that in many cases, maybe in all cases, the sale has gone to someone -- to two different people within the organization. Given what you know about Diversey now,3- plus months 4 months, where do you think -- what gives you the most confidence on generating revenue synergies within the business and then I had a follow on.

William V. Hickey

Sure, yes, now you've probably asked a question a lot of people have been asking is, is we basically meet -- we basically needed the customers' factories. I mean, we're all in the customers' factories and the common science between the two of us is food science and microbiology. We have to understand what happens in the package, and Diversey's job is to prevent any contamination from getting into the package. Right now, those have been 2 discrete functions, coincidentally in most of our customers, they report to the same person, the person will be responsible for quality or production or for the facilities, all have overall responsibility for both the packaging and the hygiene. So oftentimes, we are either calling on the same person, or calling on people who report to the same person. And interestingly enough, most of our customers look at both as an important part of the quality and the safety of their products. And what we are in the process of reinventing is how that customer keeps their food clean and safe and sanitary from the time they process it into the package. Because what we don't want have happen and it has happened, George, on numerous occasions, is contamination gets into the package, goes through the food chain, causes significant amount of turmoil at the retail and the customer level. And oftentimes, we are brought into the claim. We are invariably brought into the claim by the customer as being part of the problem, and oftentimes it's not. Oftentimes it's what's happened before the product's gotten into the package. So the answer is, and we'll talk more about just it in the interest of time, but there's a lot of opportunity to create a seamless food safety process which could prevent a lot of the things that you'd read about in newspapers from cantaloupes to ground turkey.

George L. Staphos - BofA Merrill Lynch, Research Division

Okay, I appreciate that, Bill. I guess the other question would be you -- around mile markers. You've announced some initial progress and wins like GE Water deal. Before having this conference call, and I guess we will in 6 months from now, what are the goals you have for the business, either from a number of new products or new customers or volume growth that will, if you achieve them, make you even more confident that this was the right transaction for Sealed Air and for that matter, its shareholders?

William V. Hickey

Okay, George, just quickly. In kind of 6 months, I think what you'll see, you'll probably two new products that go out in early 2012. You will probably see some validation of a substantial portion of the synergy number. You will see some new sales on our target of kind of $75 million that we said we target near term. Go out 12 months from now, and you should see realization of $50 million plus in synergies. You'll see some number of revenue in the $50 million to $75 million range, and you will see a number of, probably I'll just target 5 new products that basically combine what we do to our customers at their factories. Those are the 2 mile markers I'll give you. Six and 12.

Operator

.

Our next question comes from the line of Ghansham Panjabi of Robert W. Baird.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

In your press release and commentary, you broke out EBITDA guidance for 4Q between $335 million and $345 million. At the end of your press release, you noted that Diversey is $110 million to $120 million out of that, so that kind implies legacy Sealed Air EBITDA of $225 million, if you use the midpoint. So if that math is right, this compares to EBITDA $196 million during the third quarter. Shouldn't EPS be up a lot more, sequentially, for 4Q?

William V. Hickey

I'll let Tod do that.

Tod S. Christie

Yes, let me give you an example Ghansham, I used the lower end of the range, but you could apply it throughout the range. So let's say if we start doing your calculation with standalone EBITDA for Sealed Air of $216 million. That's on the legacy business. So from that I would -- I subtract D&A and non-cash comp, that's -- put that in the $44 million, $45 million range. Interest expense in the same sort of range. That gets you a pretax of about $128 million, and then we do our 27% tax rate and that gets you down to a net earnings of around $93 million or -- and that's kind of a $0.52 range for the quarter.

Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division

Okay, that's helpful. Thank you very much, Tod, for that. On a -- I guess a follow-up question on Diversey, that 3% volume decline, how -- can you parse out the impact between Japan, Europe? And also, how big is food and beverage for Europe versus lodging?

William V. Hickey

Yes, Ghansham, we don't have all the details on Diversey. I said we didn't run the business for the third quarter. I mean, I can tell you that the lodging business is bigger than the food and beverage, but I don't have a number now with we can we can obviously get that, as we go forward, and the Japan business, pretty good-sized business, about $300 million, so it's about 10% of the Diversey business and it was off, probably close to double-digit.

Operator

.

Our next question comes from the line of Philip Ng of Jefferies.

Philip Ng - Jefferies & Company, Inc., Research Division

Does sound like you're making pretty good traction on some of these new ones in North America, but that does sound like it's independent of Sealed Air. So I'm going to get a sense how quickly you're going to be able to leverage on the relationships that you have, and win new business from that point going forward?

William V. Hickey

I'm not sure I got the question, how quick are we leveraging the relationships?

Philip Ng - Jefferies & Company, Inc., Research Division

Yes, I mean, it sounds like -- it seems like you're making pretty good traction in the U.S, Diversey pieces on your new project wins. That's obviously independent of Sealed Air, so I just want to get a sense how quickly will be able to leverage your existing relationships to win incremental business going forward?

William V. Hickey

We actually are. We actually are. We actually, interestingly enough, Philip, we're actually getting faster traction in Europe than we are in the U.S. Diversey's much bigger in Europe. They're much better known, so the combination of Sealed Air and Diversey is more widely recognized in Europe as a great combination. Diversey's got still a relatively small business here in the U.S, but those introductions and relationships are proceeding.

Philip Ng - Jefferies & Company, Inc., Research Division

Okay, that's helpful. I mean --

William V. Hickey

I met with 3 Diversey customers just last week and they're all excited about things we can do together.

Philip Ng - Jefferies & Company, Inc., Research Division

Okay, and can you remind us how seasonal this business is?

William V. Hickey

What, I'm sorry?

Mark Wilde - Deutsche Bank AG, Research Division

Can you remind us how seasonal Diversey is?

William V. Hickey

Seasonal, it's pretty flat, it's like 24, 26, 23.

It's like 25%, plus or minus 2% or 3%.

Philip Ng - Jefferies & Company, Inc., Research Division

Okay, so I mean, the guidance that you provided for Q4 I mean it was approxied -- that's probably a good rate for the full year, absent of demand and price cost, right? Is that fair?

William V. Hickey

Yes.

Operator

.

Our next question comes from the line of Chip Dillon of Vertical Research Partners.

Chip A. Dillon - Vertical Research Partners Inc.

Thanks for the guidance that you've given us so far on the Diversey interest expense impact next year. I was hoping you could talk about 2 other numbers. It looks like given their footprint that your effective tax rate would probably go up, and could you give us some guidance as to sort of where in the 30s that probably goes to? And then secondly, talk about kind of with the ongoing CapEx will be, based on your fourth quarter indication, it seems like we should assume something around $200 million for '12 and beyond?

William V. Hickey

Yes, I'll let Tod untie the first part and we'll figure out how we'll do the second part.

Tod S. Christie

Hey Chip, the -- as I think you know, we have not yet disclosed a -- an ETR for the combined business. We are currently in the process of working through that, and we will be able to provide much more detail on that one when we file the 8-K following the closing. We have -- we've used an indicative rate of 35%, but I would just caution you that there's a lot of detailed analysis that we need to do on a country basis to get to the appropriate rate going forward.

Chip A. Dillon - Vertical Research Partners Inc.

And on the CapEx?

William V. Hickey

On the CapEx, we're sort of looking at $180 million to $190 million. We'll come in under $200 million. My personal view is $175 million to $190 million. But we're in the $180 million to $190 million range right now.

Chip A. Dillon - Vertical Research Partners Inc.

Got you. And just a quick follow-up. As you look at the free cash generation that you were expecting when you announced the deal back in earlier this year. Has anything really changed, in terms of how you view the timing of getting your -- to your net debt ratio targets that you laid out, especially given that there's been a little bit of softness in the economy globally in the last few months?

William V. Hickey

That's about all I can say is the economy, Chip. I mean, the interest rates are a little bit higher than we thought they'd be back in June, and that's, we figure, tens of millions per year, so that's an impact along the way. And then the economy, I mean we get a good economy, we'll probably be ahead of that schedule, and slow economy, we're pretty closer and maybe a little bit behind, but not much.

Chip A. Dillon - Vertical Research Partners Inc.

Got you.

Tod S. Christie

The one thing I would add, Chip, is that if you look back in 2009, when we had a significantly slowing economy, we still generated great cash flow because of our working capital performance.

Operator

Our next question comes from the line of Rosemarie Morbelli of Gabelli & Company.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

Bill, could you give us some little more details on the new products you are expecting to go out the door at the beginning of 2012? And then if you go out to the front, you mentioned for the next 12 months period. Do you -- could you give us a feel as to your expectations, in terms of size and profitability? How quickly can they be deployed into the marketplace?

William V. Hickey

Yes, well let me tell you, Rosemarie. I'll tell you the two we've announced already, the alliance with GE Water and VSS which is piloting a couple of hospitals. I'd really not like to tip my hat, as what we're going to do here, I mean, if you've seen us some -- we want to be first, and we wanted to be both ahead of the folks in the packaging side and on the chemical side, and I just would just say Rosemarie, just stay tuned.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

All right. And then, if I may, ask you a little more details on the industries that are served by our protective packaging. Can you give us a feel for the trends? You said something which I was confused about, but that could be my problem. You said that you have seen slowing pace of the economic growth in the middle of the third quarter. And yet you also said that you saw a pickup in September, which is just at the tail end of the third quarter. So if you could help me understand what is actually going on and what you see in the different markets you served?

William V. Hickey

Yes, on the protective side, I mean, we did see kind of late August, early September. There was a slowing. One of the things that I have mentioned to people is the order pattern of customers has been the most sporadic I've seen in many, many years, is customers who typically order every week or every two weeks, will now not do it because they're managing their inventory, and concerned about the future. So one month, actually, one month was good, the next one's a little slow. But what the pickup in September was, one of the large retailers had a promotion on consumer bubble wrap, and that really drove a lot of business in protective at the end of September.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

And could you touch on the other markets that you serve on the protective side?

William V. Hickey

Yes, the protective side, I think, are more in the commentary of the press release. We saw good business and e-commerce and fulfillment. As more and more people, I hate to go back to the 2000 tech boom, but e-commerce and fulfillment is gradually gaining share of the consumer dollars. And we've got some ties to some of the major companies, if you read the FedEx comments about what they have seen. We are beneficiaries of that. So the more you order online, the better it helps our business, Rosemarie so thank you.

Operator

.

Our next question comes from the line of Mark Wilde of Deutsche Bank.

Mark Wilde - Deutsche Bank AG, Research Division

Yes, Bill, actually want to follow on what Rosemarie was asking there, because the volume in protective packaging was actually a little better than I might have expected it, it seems like if we go back to '08 and '09, that was really where you saw your business drop off. We've seen a lot of guys who were in industrial packaging report some weak numbers recently. Can you talk about that a little bit?

William V. Hickey

Yes, no, Mark. We've been out there with several new products. We've got a new -- within the last nine months, we've had a new paper product. We got a new inflatable product. We've got a new biodegradable loose fill product. We're continuing to kind of crank out some of the new products. And I think that's helped us, I don't want to use the word gain share, but keep volumes up, and we've seen some of the competitive environment be impacted by their own needs for either cash flow, or raising funds and we take in, use our strength in the marketplace.

Mark Wilde - Deutsche Bank AG, Research Division

If you were to look at, let's say Europe in that segment of your business, Bill, and Europe seems to be kind of the weak spot out there right now. What are volumes look like over in Europe in protective packaging?

William V. Hickey

I think Europe and protective packaging, if you exclude one of our product lines where we had some supply problems. We're up about 3% in Europe in Q3, and that's the core protective business, the Bubble Wrap, the Instapak, the foam, the mailers, that's up 3%. We did have a supply problem on one of our shrink film product lines, so that was actually down. But the protective business was basically up 3% in Europe.

Mark Wilde - Deutsche Bank AG, Research Division

Okay. And I guess just stepping over briefly to the food business. One of your competitors was out this morning. They had reported pretty weak volumes in the third quarter. Your volumes actually look to be pretty decent in food. Any thoughts there?

William V. Hickey

We work hard to get sales every day, Mark.

Operator

.

Our next question comes from the line of Alex Ovshey of Goldman Sachs.

Alex Ovshey - Goldman Sachs Group Inc., Research Division

I realized that visibility is very limited right now into Europe and that's sort of the biggest geographic region for Diversey. But can you share with us how you're thinking about the base case outlook for price and mix and volume for Diversey next year?

William V. Hickey

Yes, that level of detail, I think it will have to wait until we get -- we peel back the onion a bit further, but we do -- I mean, Europe's got to get resolved. I mean, I think we're all looking forward to some resolution in Europe. And I think once it's settled, I think Europe will probably have a very slow growth period for a year or two, and I'll leave it at that for now.

Alex Ovshey - Goldman Sachs Group Inc., Research Division

Bill, can you comment on the trends you're seeing for specialty resins relative to the commodity resins that you're buying?

William V. Hickey

Yes. Specialty resins are pretty flat. Commodity resins are continuing to come down in the month of October. But specialty resins I know of one that's actually gone up. The rest have been pretty stable.

Alex Ovshey - Goldman Sachs Group Inc., Research Division

Bill, last question for Tod. If you were to think about the pro forma share count for next year. If we took the legacy number, added the 31.7 million shares issued, and then somehow found a way to account for the stock appreciation rights that are also going to Diversey Executives, is that the right way to think about the pro forma share accounts for 2012?

Tod S. Christie

The first part is. So you should end up with about $210 million, which is the 160-plus that Sealed Air had before acquiring Diversey, adding the $31.7 million, and then we include in our diluted share count, the $18 million that we'll eventually issue in connection with the Grace settlement. The stock appreciation rights are actually cash settled. So it's referenced to the stock price, but no new shares will be issued.

Alex Ovshey - Goldman Sachs Group Inc., Research Division

And a cash outflows related to that, is that over time? Essentially those that -- that cash outlay is made, how is that going to actually flow through?

Tod S. Christie

It's over time after divest, and as people exercise.

Operator

.

Our next question comes from the line of Gil Alexandre of Darphil Associates.

Gilbert Alexandre

Could you remind me when you to hope to get to your $4.5 billion debt level? And can you give any color to what's happening for the Grace settlement?

William V. Hickey

The first one may be easier than the second one, okay. We're looking at getting into that in 2013. And the Grace settlement, I hope is long before that. But you know it, the judge had the hearing on June 28, and we still have not had the judge's ruling as far as I know.

Gilbert Alexandre

Do they need any more information?

William V. Hickey

I don't know, but we'd be happy to volunteer. I understand that Grace has actually said publicly that will not happen in 2011.

Operator

.

Our last question comes from the line of Rosemarie Morbelli of Gabelli & Company.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

Bill, regarding the gross margin, you are expecting sequential improvement as your price increases are gaining traction, and your raw material costs are coming down. Do you think you've -- by -- that in the fourth quarter, you can reach the fourth quarter level of last year, which was, I know, wait, I'm not going to go into these kind of details, but just as a point of reference, it was 27.7%?

William V. Hickey

Yes, we should be -- yes, we'll have price going into the fourth quarter. We'll have resins favorable in the fourth quarter. I look for being well over 27%, so it will be closer as we're having -- I haven't got the numbers right here in front of me, but it ought to be pretty close.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

And then by 2012, I'm just looking at Sealed Air legacy, then we should be showing some year-over-year improvement on the margin -- on the gross margin side? Unless something changes, obviously?

William V. Hickey

Yes, yes. I'm looking for, hopefully, some stability in the petrochemical market.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

And still on that kind of a question, on the SG&A side, is that 14.6% of revenues a sustainable level, or was that because you really cut costs dramatically and some will have to come back?

William V. Hickey

Yes, if you look at where we said we wanted to be, we wanted to be 15% or less, and now you combine us with Diversey, it runs around 32%, so we'll look at a new number going forward. But clearly, we're going to try to manage this business on a low-cost model.

Rosemarie J. Morbelli - Gabelli & Company, Inc.

Okay and then lastly if I may, as you have been introducing one another to some of your existing customers, has any new orders resulted from that, or any new customers signed up?

William V. Hickey

There is one that we just gotten, and it's about $4.5 million. The others are still on their way, and we'll have more to report at the end of the fourth quarter. I do want to, Rosemarie, if I could excuse you, to take the calls over the Internet. I've got, okay, I'm trying to get the screen here for, what's coming up. Did customers defer some purchases, the sharp decline in raws in September, please directionally approximate the negative impact on sales for your various divisions in Q3 and the potential benefit to Q4. I'm not aware of any meaningful decline or delay of customer orders in September. Actually, as I said, mentioned earlier, one of the large retailers had a promotion in September. So actually, orders were a little bit better in September than we would have expected. So no sign of deferred sales in the third quarter of significance. And so we expect the fourth quarter to track reasonably consistently. Next question, from the Internet is what were Diversey's sales, EBITDA and operating income in Q4 2010? Tod, do you have that?

Tod S. Christie

Yes, Bill. The sales were $803 million. The reported EBITDA was $76 million and operating income was $43 million.

William V. Hickey

Okay. Next question is, does total debt of $5.2 billion include the Grace liability. Tod?

Tod S. Christie

It does not. The Grace liability is currently about $820 million. But what we typically do is look at our net debt balances, because we have retained more than the amount of cash that we need to operate the business on the balance sheet. So we finished out the third quarter with about $800 million, so that essentially offsets the amount of the Grace liability, so the net debt ends up being the same $5.2 billion.

William V. Hickey

Okay, the next question is, are the Davis funds done with the selling Sealed Air shares, I really don't know the answer and really not prepared to comment on it. And number -- next question coming over the webcast is, the Diversey transaction accretive to Sealed Air next year? Tod?

Tod S. Christie

Yes, on a cash EPS basis, the answer is yes. That's -- I referred earlier to the indicative tax rate that we've been using at 35%. So on that basis, it is accretive. But again I caution you that, that we're still developing our final expectations for the tax rate. I'd also just want to point out that we've learned from investors that there are various different definitions of cash EPS. So just to clarify, what we are now using as cash EPS is our adjusted EBITDA, less cash interest and cash taxes, and less CapEx and then divided by our diluted shares outstanding.

William V. Hickey

Right, okay. I think, operator, that covers the end of our questions. So I want to thank everyone for your time and participation. I think we're at the beginning of an exciting era as the new leader in protection, which I believe will bring tremendous value to our customers, our employees and our shareholders.

Looking ahead, we've got solid business fundamentals, good growth momentum, a great R&D platform and a growing joint list of development concepts and tremendous untapped opportunities.

We have ample liquidity, solid free cash flow and are actively deleveraging to drive value creation. I remind everyone in 1989, we went through a similar deleveraging transaction, and it was very clear in my mind at that time, that every $1 of debt we repaid becomes $1 that belongs to the shareholders. And we will do that as quickly and as rapidly as we can in 2011 and '12. So thank you very much for taking the time to listen to us today.

Operator

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may disconnect at this time. Have a great day.

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