Amanda H. Butler - Director of Investor Relations William V.

Hickey - Chief Executive Officer, President and Director Tod S. Christie - Interim Chief Financial officer and Treasurer

Ghansham Panjabi - Robert W. Baird & Co.

Incorporated, Research Division Philip Ng - Jefferies & Company, Inc., Research Division Benjamin C. Wong - BofA Merrill Lynch, Research Division Scott Gaffner - Barclays Capital, Research Division Adam J.

Josephson - KeyBanc Capital Markets Inc., Research Division Christopher D. Manuel - Wells Fargo Securities, LLC, Research Division Alex Ovshey Ovshey - Goldman Sachs Group Inc., Research Division Mark Wilde - Deutsche Bank AG, Research Division Chip A.

Dillon - Vertical Research Partners Inc. Rosemarie J.

Morbelli - Gabelli & Company, Inc. Albert T.

Kabili - Crédit Suisse AG, Research Division Todd Wenning - Morningstar Inc., Research Division Gilbert Alexandre Stewart Scharf - S&P Equity Research

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.

And these statements are made solely on the 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 this call as well.

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 discussed 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 tables that we have included in our earnings release. And lastly, we have used pro forma results for certain metrics in the first quarter to aid in the comparison of our performance to historical combined metrics of Sealed Air and Diversey.

These pro forma results are also available supplements in our earnings release, which also can be found on our website. Now I'll turn the call over to Bill Hickey, our CEO.

Bill?

Thank you, Amanda, and good morning to everyone on the call. During this morning's call, I'll try to give our update on our progress in achieving our full year 2012 targets and highlights of our sales performance through the first quarter.

Tod will then follow me with additional detail on the financial results, liquidity measures and key balance sheet items. We'll then follow that with opportunities for questions from both the callers on the telephone lines, as well as our webcast participants, who are invited to text in any questions you might have.

Our first quarter ought to demonstrate to you our focus on 2012 objectives of integrating the Diversey business, achieving our adjusted EBITDA goals and on reducing our debt. We are realizing higher synergies as a result of the outstanding progress our teams have made in transitioning the organization into 3 new businesses, which will be leveraging shared platform of functional support, including optimized global supply chain network, as well as an integrated and shared R&D, HR and information technology functions among others.

Additionally, we have increased the size of the overall benefits of the program in 2012, as well as through 2014 as our integrations teams continue to finalize the details of their respective programs. These cost synergies, combined with the focus on execution on core business plans, organic growth in all segments and regions, drove first quarter EBITDA results that are pacing within our plan and are still in line for us to achieve our 2012 targets for adjusted EBITDA, free cash flow, net debt and our adjusted and cash earnings per share guidance ranges.

Let me take a minute to look at some of the key metrics that we are following. In the quarter, we achieved an adjusted EBITDA of $236 million, or about 12.3% adjusted EBITDA margin for the quarter.

This represents steady performance on $1 and margin basis versus pro forma results in the first quarter of 2011, even though market conditions and input costs have become more challenging in the first quarter of 2012. We're also comfortable with our free cash flow and net debt outlook and continue to expect to generate $450 million to $475 million of free cash flow in 2012.

Tod will discuss additional details on our cash flow after my comments. Lastly, we prepay $31 million of our outstanding term loans in the quarter, staying a year ahead on our payment installments and remaining committed on using cash to pay down debt.

Looking at earnings per share, we did report a loss of $0.03 per share in the quarter but that did include the impact of $0.21 of special items including integration costs and restructuring costs. Excluding the impact of the special items, adjusted earnings per share was $0.18 and of course, that does include the effect of purchase price amortization, which on an after-tax basis, approximately $0.11 per share.

Reported sales for the quarter were $1.92 billion, reflecting a 4% increase in constant dollar sales from our legacy Sealed Air business. Two of that came from higher price, and 2% of that came from higher volumes.

I'm particularly pleased that we're able to report positive volume in all of our businesses in what many industry peers have not been able to do. On a pro forma basis, sales increased 1% or approximately 3% on a constant dollar basis as currency was a headwind for us in the quarter.

All regions reported growth with 2% constant dollar sales in the North America, 1% growth in the EMEA region and developing regions achieved a 9% growth with solid performance in Latin America, Southeast Asia, India and the Middle East, which includes Turkey, Egypt and the UAE. Our volume growth reflected our ability to hold or expand our market presence in each of our businesses and largely perform above industry and customer production rates, as our market-facing teams continue to execute on their growth programs.

These include achieving our targeted top line synergies where we have achieved just under $10 million to date on an annual rate, but we are tracking above plan as we only expected top line synergies to materialize in the second quarter and beyond. Although still early and ahead of plan, our food and beverage team has already signed over 10 customers that include large multinationals and local regional food processors in 4 regions of the world.

Of note, volume growth in Protective Packaging North America was quite strong due to the excess of our innovative solutions, new growth programs and equipment sales that served a strong e-commerce sector and more modest growth in the core industrial sector. Diversey also had strong pockets of growth, most notably in the developing regions of the world and in growth programs targeting expanded presence in key global accounts.

TASKI brand floor care innovations was a particular note in the quarter as we expanded that line into Asia. We also succeeded in nearly doubling our sales through our new partner alliances with Synthos, Staples and GE Water.

Although starting off on a small base, this pace suggests a solid start to our second year with our new strategic partners. Additionally, our Food Packaging and Food Solutions segments are showing strong resilience despite low to modest customer production rates, and we've done that with ongoing innovation in new products and a continuing 9% increase in case-ready and an 8% increase in fluid packaging solutions on a global basis.

Looking specifically at the Diversey segment on a pro forma basis, we achieved 1% constant dollar sales growth from 3% higher pricing and 2% lower volume in the quarter, a trend that is slightly better than fourth quarter results and suggest a stabilization in Europe. The Diversey segment exhibited particular strength in a number of areas, as 85% of Diversey's revenue base did demonstrate 2% to 3% constant dollar sales growth on a global basis and these same areas of the business also achieved approximately 10% to 20% growth in the developing regions of the world.

The sector showing the strength include the distribution channel, food and beverage, food service and lodging and laundry. As an example, food service grew 3% globally, and 20% in developing parts of the world.

Food and beverage grew 2% globally and 10% in the core developing region of the world, including Southeast Asia, India, the Middle East, Turkey and Africa. Regional highlights include a 6% constant dollar sales growth rate in Asia-Pacific and 8% growth rate in Latin America where, in particular in Latin America, we achieved a 20% growth in retail and a 30% growth in the Food Service sector.

Clearly, there were some offsets to these solid gains, and the areas of weakness reflect the ongoing challenge in the EMEA region, primarily economic weakness in Europe, which makes up about 80% of our EMEA region. And the sectors that are showing the greatest strength were the Building Service Contractors segment at 2%, the Food and Beverage sector and the distribution channel, which both grew at 3% and the laundry and lodging sector at 6%.

Food service held steady year-over-year, but we expect improvement in the second quarter. The positive growth in these regions and these sectors was definitely impacted by weaknesses in the sectors that we noted in the fourth quarter.

The Education and Government sector, which has been impacted by austerity measures in several governments across Europe, lower volume and licensed consumer brands in Europe, which we sell through big-box stores and distribution, and in retail and healthcare. Unique to the first quarter was a significant volume decline in North America, specifically due to a shift in timing of 2 custom orders in the first quarter.

These were very specific cases, which impacted the first quarter but will normalize later in Q2. North American volumes on the Diversey side were also modestly impacted by one food and beverage customer's closing of their facilities related to the media concerns associated with lean, finely textured beef, and we are currently not expecting that customer to come back on to manufacturing in 2012 and will probably continue to unfavorably impact North American volumes for the balance of the year.

Across all of our business, the price/mix was a solid contributor with all businesses generating positive price in the quarter from prior actions taken in 2011, and all business achieved positive price cost spread in the quarter. Our businesses have pursued additional pricing actions in Q1 and some going into effect in Q2, but many of those benefits will not be realized until late in the second quarter.

These pricing actions seek to continue to recover residual 2011 higher cost and our ongoing assumption of additional raw material inflation of 3% to 5% in 2012. In the first quarter, raw material inflation ran slightly below that range.

We do favorable supply/demand in the industry, however, higher raw material prices did go into effect at the end of the first quarter, and we expect to see that impact in the second quarter. Looking specifically at pricing performance in the Diversey business in the quarter, the team successfully generated pricing benefits that exceeded first quarter material costs and recovery costs from the first -- from the fourth quarter of 2011.

However, this benefit was offset at the operating profit line from unfavorable product mix and lower product volume. The mix effect was primarily due to lower volumes in the quarter from Europe, particularly from more favorable product applications such as floor care.

As noted earlier, we implemented incremental pricing actions in the first quarter, which we expect to realize the benefits of in the latter portion of the second quarter. Additionally, peak seasonal volumes in the second quarter with the sales mix of approximately 26% are expected to offset some of the unfavorable mix going forward, as should the higher use of certain more favorable products to the summer and autumn months.

For example, floor care products are more heavily bought in the summer for school refurbishing during the summer break and in early third quarter for retail stores prepping for holiday season traffic. Looking ahead to the balance of the year, we are confident we're executing solidly on our core objectives of integrating the Diversey business, achieving our synergies and reducing our debt.

We also will continue to rebuild credibility with our customers, both locally and globally, through innovative solutions and expanding our developing region reach. We are excited that our new organizational design and synergy opportunities are being achieved at an accelerated rate and the vision for Sealed Air is beginning to resonate with our customers.

Our businesses and teams are very engaged in not only finalizing their new organizations but staying focused on our customers and expanding our market presence through leading market-facing teams and a global footprint and an innovation pipeline and growth programs. A simple example of this is in our North American Food and Beverage business, which is transitioning into a new business unit with Diversey, was also able to launch 4 new products in the first quarter and were recognized with an achievement award by the Flexible Packaging Association at the same time.

I am proud to say that our Food and Beverage business is not unique as each of our businesses has developed an extensive portfolio of opportunities through our core R&D efforts. We've been working aggressively in the last 6 months calling on our target customers, piloting new products and engaging in a number of bids to incorporate Sealed Air into our customers' operations.

Although these efforts are not in our first quarter results, we are seeing a strong pipeline that complements our core business and a stronger roadmap for our business leaders as our customers clearly want alternatives to the status quo. What is also exciting is that just over 180 days post-close, customers will see our food and beverage and institutional laundry teams as one organization at the National Restaurant Association, which convenes over the weekend.

Here, we will outline to food processors and food service organizations how they can leverage our unique position, to protect, enhance and differentiate their products and their operations with the unique portfolio of solutions that encompass product protection, food and workplace safety, sustainability and operating efficiency. At the National Restaurant show, where we're featuring a number of new Diversey and Cryovac-branded food-oriented solutions that include cleaning and hygiene solutions designed to address worker safety, productivity and sustainability through dosing and dispensing control system, our hand care system, as well as ovenable packaging and a pre-plated Ready Meal microwavable solution.

While we are encouraged by our progress to date and are tracking close to plan in the first quarter, we are cautious on the macroeconomic outlook for the balance of the year, and are maintaining our current adjusted EBITDA, free cash flow and net debt targets, as well as our adjusted and cash EPS in ranges. Although our synergies are higher than anticipated and our tax rate is more favorable than expected, any possible upside to our results if economic conditions improve because of the near-term macro uncertainties in Europe, we are holding to our initial range.

Moving past the seasonally-low first quarter, we expect sales, adjusted EBITDA and earnings to be more pronounced in the second half of the year, accelerated from improving seasonal trends, higher price benefits and a flow-through of the higher level of our cost synergies. In April, our business appeared to be generally trending to first quarter organic sales results, which sets our expectations for approximately a 3% to 4% constant dollar growth on our 2 Food businesses, a 4% to 5% growth in Protective Packaging, and approximately 3% constant dollar growth in the Diversey business.

This is slightly lower than initially anticipated and largely reflects uncertainty in the economic outlook. These top line assumptions continue to produce a full year sales range of approximately $8.2 billion to $8.3 billion, and we are more comfortable at the lower end of this range.

Now at this time, I'll pass the call over to Tod Christie, our Treasurer and Interim CFO, to discuss first quarter financial results and the integration program in more detail.

Thanks, Bill, and good morning, everyone. I'll provide some additional details on our first quarter results, and then I'll also address details of key balance sheet, free cash flow and liquidity items.

As you may have seen in our press release, our adjusted EBITDA was $236 million in the first quarter, which was even with pro forma results for the first quarter of 2011 and pacing within our plan. In our supplemental tables that are attached to the press release, we've provided adjusted operating profit plus depreciation and amortization at the segment level, which provides a reasonable approximation of each segment's contribution to adjusted EBITDA.

Looking at these results, we achieved improved performance on both an absolute dollar and margin basis in our Food and Protective segments as a result of higher sales and increased operating profits. Together, these segments improved their year-over-year performance by 10% or $15 million.

On a pro forma basis, Diversey's performance declined by $16 million to $50 million as a result of lower volumes and mix, which Bill noted a few minutes ago, factors that we expect will improve as the year progresses. Now I'd like to turn your attention to free cash flow and liquidity items.

Free cash flow was $30 million in the first quarter and was $26 million lower than the first quarter of 2011 due to an increase in interest payments and higher capital expenditures to support our larger business. Changes in working capital items resulted in the net use of cash of $35 million in the quarter, as we increased inventories in preparation for the start-up of our European principal company structure and experienced our normal seasonal build in other regions and businesses.

Receivables generated $56 million of cash in the quarter as a result of lower sequential sales. I'm pleased to note that our receivables portfolio continued to perform well in spite of the economic challenges in Europe.

Cash and cash equivalents were $530 million at March 31, down $184 million from December 31, 2011. In addition to being our seasonal low quarter from an operational standpoint, the first quarter is typically characterized by above-average disbursements.

During the quarter, we paid $116 million of interest, more than 1/3 of the total $320 million that we anticipated paying during the year. We also paid $55 million under long-term and annual incentive compensation plans, $31 million for our first quarter 2013 term loan prepayments, $26 million to pay our restructuring obligations under our Integration & Optimization Program, and $25 million for our quarterly dividends.

As we noted in the press release today, we continue to target 2012 annual free cash flow of $450 million to $475 million. We expect that free cash flow will improve over the balance of the year, particularly in the second half, through a combination of improved operating performance, normal seasonal business trends, realization of additional cash benefits through achievement of our synergies, and continued focus on working capital improvements.

As of March 31, we had total cash and committed liquidity of $1.3 billion. Our net debt was $5.3 billion in March 31, reflecting normal seasonal uses of cash and prepayments of our first quarter 2013 installments on our term loans as we continue our plans to stay a year ahead of our bank loan repayments.

We continue to target the use of the substantial majority of our free cash flow for debt repayments after providing for our dividend payments and restructuring obligations. And in April, we paid our second quarter 2013 term loan installments.

Today, we went live with our European principal company structure for our Diversey European operations. This is an important milestone and represents the culmination of many months of hard work by the project teams.

In the first quarter, we recognized $5 million in costs related to the implementation of this program, which we've included in special items. We anticipate that future benefits from this reorganization will arise from more efficient management and lower overhead costs from a centralized management team and supply chain model, as well as tax savings.

In summary, we remain well positioned to fund 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. You may have seen that W.R.

Grace has recently completed settlement agreements with certain claimants and has requested approval of the bankruptcy court. While we view this as a positive development, there are other outstanding appeals, and the funding date of our obligation remains uncertain.

However, we continue to stand ready to fund the pending W.R. Grace settlement upon Grace's emergence from bankruptcy.

And now, I'll turn the microphone back to Bill to open the call to your questions.

Great. Thanks, Tod.

I would like to add Tod's compliments to the European team that's been working for months on bringing live our EPC. Today is day one of the go live.

So to our European team and EPC members, thank you for the hard work you've put in on this. With that though, operator, I would like to open the call up to questions from the participants, and I will also look in the text questions that come in from our webcast participants as well.

Operator?

Bill, on your comment that the first quarter EBITDA was in line with your internal plan, how did the first quarter progress by operating segment? Because it looks like Diversey was weaker, so I guess what was better?

Food was -- actually, the core Sealed Air business, I think was ahead of most of The Street's expectations. Protective North America was up 9% in terms of volume, which is pretty good.

So I'd say the protective side is running ahead of plan. Diversey side is running a little bit behind, and that's primarily Europe, Ghansham, and as I said, we're running close to plan, we're not at plan, but we're clearly within reach.

Okay. And so the first quarter EBITDA, which is roughly flat year-over-year on your new adjusted EBITDA calculation, you're still backing $1.2 billion, that's roughly $120 million delta year-over-year just based on your restated numbers.

So on a percentage basis, as we look through the last 3 quarters, is it sort of 20, 40, 40 for the last 3 quarters, how should we think about that?

Ghansham, I was looking at that number before, and I haven't done the math in detail or actually have. First quarter is about 20%, and it should have been a little bit higher than that.

It should have been a couple of points higher than 20%. But it generally run kind of low-20s, picks up to the mid-20s.

Third quarter probably drops down at just below 25% and fourth quarter probably pushes 27%, 28%. That's the percent of the year, about.

Okay. And then just finally, Bill, on the second quarter, what's the biggest month of the quarter?

Biggest month of the quarter, historically, has been May.

If I could just, Ghansham, add to Bill's comment. On the pacing, what you'll see a little bit more exaggerated result this year because of the growing synergies over the course of the year.

Synergies, correct. Yes.

I gave you seasonality from operating the business, and I think as Tod clearly pointed out, most of the synergies are second half of the year because we have people scheduled to leave through the end of June.

Appreciate the color on the seasonality. Just want to get a sense of the Diversey business because I used -- and there's some onetime issues it sounds like for North America.

But if you take the $50 million EBITDA run rate for Diversey and you bake in the full year guide for synergies, I get to like a 210 number. That's well short of the 345 that you guys delivered last year.

So what's a realistic EBITDA number for 2012, flattish, down? Just give me some color on that.

Tod?

Yes. I don't think we provide guidance at the…

At the EBITDA level by segment, yes. I think that's probably how we're going to answer it, Philip.

Okay, that's fine. In terms of the mix issue in Diversey, it sounds like you're seeing a little more weakness in Europe.

That's a higher-margin business. Can you give us some color on what's the margin delta for Europe versus, let's say, North America in your emerging markets business?

Europe is, I'd say, it's several hundred basis points. I don't have the exact number here in front of me, but several hundred basis points.

Yes. And Europe benefits from scale.

I mean, like our principal competitor, who was very heavily leveraged in the U.S. and generally has higher profitability in the U.S., we're the inverse that we have higher profitability in Europe because we can leverage the scale.

Okay, and just one last final question for Tod. On the free cash flow, you guys reiterated the free cash flow number for the full year.

But what about the cash cost around restructuring? Is it still around the $100 million number?

Yes. We -- yes, we actually bumped that up a little bit to $115 million, and that's reflective of the increased target synergies for this year.

So the way to think of it is, we bumped this year's benefit up by $20 million, and the cash cost up by $15 million.

This is Benjamin Wong. George is traveling.

First question is on Diversey pricing. Can you elaborate more on pricing expectations for the rest of the year assuming price costs spread should be positive and should maintain its momentum, but any more details would be appreciated.

Yes, Diversey had $20 million of price in Q1, and I think their target number for price in the full year is something in the $70 million range, but we'll see how raw material and inflation comes out. But it's actually $20 million realized in Q1.

Okay, great. And can you comment about the raw material inflation in the Diversey business?

I think it was somewhat flat last quarter. But are you expecting it to decline in the rest of the year?

Yes. Raw material inflation actually in the first quarter was only $3 million to $5 million.

So, a little below expectations, closer to $5 million. And we do expect raw material inflation to go up in the 3% to 5% range over the balance of the year.

Okay, and just a quick follow up on the timing shift for the customers in North America and Diversey, what would have Diversey volumes looked like if there wasn't a shift?

If I were to take the 2 of them, it would probably be 0.5% different.

I just wanted to follow up on the price discussion at Diversey. Can you remind us how the contracts work there?

I mean, what sort of the lag on price versus cost realization, and have you done much work on improving those contracts over the last couple of years? I think that was maybe part of the margin improvement at Diversey before you actually acquired the company.

The industry, historically, if I go back long before Sealed Air acquired the company, there were about once a year adjustments. And I think both prior to Sealed Air's acquisition, as well as since Sealed Air's acquisition, we brought those to a more timely basis.

I mean, they're still at this point a mix of them, some are quarterly, some are semiannually and some are negotiation as situations come up in terms of having caps and floors. So I would say it's closer to the cost inflation than it used to be, but it's not simultaneous.

So you still have a little bit of a lag, but it's looking similar to the Sealed Air lag we say about a quarter.

Okay. And is any of this pricing coming from actual price realization above cost inputs?

Well I said -- we said there's $20 million in the quarter and some of that is, honestly, follow on from last year's cost inflation. If you remember, Diversey came out of the quarter Q4 at something like $13 million behind the price cost curve.

And so some of the $20 million in the Q1 was catching up on that as I mentioned in my comments.

Okay. And then just quickly looking at the Diversey synergy targets, you obviously took them up in the quarter.

But how much of that is actually related to the weaker sales environment in Europe, or is it more related towards the new European business structure? I mean, can you sort of frame that for us?

Yes. We have not made any changes directly related to the European sales situation now.

These are really additional things we found as the teams are putting together their organizations down at the third and fourth level of the organization. And it's across the board in both the back office as well as the global manufacturing network and footprint.

So it's a combination of both. There's no direct relationship to the sales performance in Europe in that higher number.

A large competitor of Diversey said it picked up new business in the last quarter. And has Diversey lost business since the acquisition?

And can you just give us a little more details about the timing shift in North America that you spoke about earlier, Bill?

Yes, sure. Let me give you in terms of -- I actually have a list here, business wins and losses over the last 2 quarters.

And without talking about specific competitors and who did what to whom, on net average, there's probably about 24 accounts that have changed. Our analysis shows we are net ahead by about $3 million.

Okay. And the timing shift?

Timing shift in Q1 is 2 items. Principally 2 items is, there was one of our customers that we have subsequently learned that stocked up their inventory at the end of December to qualify for a higher rebate level.

And so their first quarter orders were basically off because they were working off their inventory. And the second one was a change in one of our retail customer's purchasing pattern for their floor care.

And just one other one, what challenges, if any, have you encountered as part of the process of extracting these cost savings? Has the process adversely affected Diversey's relationships in any way?

We have not really affected any front-line customer-facing people. The most -- substantially all of the synergies are in-house.

They're internal back office overhead categories that are not -- the number of -- the 6,500 customer-facing people all remain on the job. And at some point, we'll probably add to that.

Two questions actually from comments earlier that you had through prepared comments and such. The first, if I could, I'm just going to run through a couple of numbers in Diversey and kind of ask for some help with something.

But when I look at -- you had $21 million of -- was the adjusted profit for last year, $8 million this year. So if I start at the $21 million and I add the $15 million of synergies and then deduct off what you've identified here from volume and unfavorable mix, there still is about a $13 million GAAP year-over-year.

And I think early you addressed that the volume issue was related to some timing or was embedded in there. And you've also, I thought, indicated that price cost was roughly a -- you would achieve what you needed in price cost although there's still a little more to come.

So I guess what I'm missing or my question is, is there another piece that we're missing in the analysis that was a year-over-year incremental?

Yes. Well, okay, let me say 2 things is that: one is, I'll let Tod talk more detail on one of them is that the synergies are not all in all in Diversey because as we combined businesses -- it's interesting, when you have 2 HR departments and you end up picking the team that goes together as 1 HR department, if the headcount reduction comes on the Sealed Air side, that synergy is falling in the Sealed Air number.

Whether that's the right way to do it or not, you can discuss it. But if we have 8 less people on Sealed Air HR because the Diversey has got particular strength at HR that we're letting them be the survivor in that particular part of the company, that synergy number is going to fall inside the Sealed Air number.

So Tod can go into more detail on that. But on the difference, what you really got is that it's the volume and the mix component.

I mean, it's basically at the margin line. It's at the gross margin line primarily on the volume shortfall.

If the volume held up, we would have beat those numbers by quite a bit.

Okay. So that's something then that's above and beyond the $16 million you've called out?

Yes.

Yes. Tod, on that?

Yes, I'm not sure, Bill left me much room to expand. But, yes, the $15 million that we recorded in synergies in the first quarter, while we said that it was largely Diversey, there were synergy benefits in other segments as well.

And as Bill said, it's partly where the affected employees are, if it relates to severance or where the plants are that relates to manufacturing operations and then we have back office where it's an allocated amount. So it's -- we've done our best to separate that by segment and the majority is in Diversey, but not all of it.

Okay. I'll follow up too on the low fine [ph].

And the second comment, Bill, and I may have misheard you, but there was a piece when you were talking about I thought some of your core Sealed Air business, your legacy business, where you're talked about rebuilding credibility with customers in the marketplace in regards to bringing your unique technologies and solutions to the market. Can you expand upon that a little bit, or what you were referring to there?

Well, I really wasn't referring to the core Sealed Air business. I was looking particularly at the North American Diversey business where over the last 4 years, Diversey's exited a lot of businesses in North America.

And so we really need to rebuild our base with those customers that we are here to stay.

Can you comment on what your resin inflation was in the legacy Sealed Air business there in the quarter and what your outlook is for specialty resin and commodity resin inflation for the balance of 2012.

I think in the quarter is about 4% to 6%, in the quarter, Tod, right?

Yes. And, yes, the outlook for the year, it's going to sound like a similar story because our outlook for the overall year is about 3% to 5% inflation, similar to what we're seeing on the chemical side.

Okay. So 3% to 5%, that's a percentage number?

That's a percentage number, and our outlook kind of, as far as pacing, has not changed over the past 90 days either. So we expect some flattening over the course of the middle of the year, and then a further rise later in the year.

Okay. And then so price cost in the legacy Sealed Air business, how did that trend during the first quarter?

Sealed Air price in the quarter was a $15 million positive.

And then based on information you have now, realizing there's a tremendous amount of uncertainty, do you still -- do you expect that W.R. Grace settles out in '12, or does it get pushed out to next year?

Well we're hopeful that it settles this year but…

We say that every year.

But I said in my prepared remarks that's -- there are still appeals underway. So we don't yet have that certainty, so I just ask you to follow along with us.

Just a question first on a couple of cash items. I noticed that non-cash comp is up $30 million.

Should we assume that kind of your cash component is down by 30 is the direct offset?

Yes. Well, that $30 million, what that relates to is our U.S.

profit-sharing that we have usually paid in cash, but at various different times in our history have paid in shares and in a combination of cash and shares. So we've elected to make those payments in shares rather than cash, which conserves cash and allows us to pay down our debt more quickly.

And so, Tod, is that part of your maintaining your free cash flow guidance, is that included in there?

Yes, is it a component of that, yes.

Okay. And then on the other kind of cash question I had is just the tax rate -- the core tax rate came down by about 3% from 30% down to 27%.

So have you made any changes in your cash tax assumptions for this year? I think you were at sort of 115 to 135?

That's right, yes. The cash tax assumptions for the year remain the same.

The core tax rate reduction is a combination of some additional tax planning that we've been able to do as well as a favorable settlement on an open audit.

Okay. And then just one other question, just in the legacy Sealed Air businesses and protective, I think you mentioned that kind of Europe and the Middle East were down 3%, but then you went on to say driven by volume declines in Southern Europe.

I just wondered if you could quantify how far that Southern European business dropped from a volume standpoint?

Yes, I don't think we said the core -- I said the core protective business in America was up 9. European business was actually, on the protective side, at constant currency volume was -- volume in the core European protective business was down low single digits.

Yes. I'm just reading from the release here, it says you may have volumes decline 3% due to economic weakness in Southern Europe.

So I just -- it seemed like from that, that Southern Europe would have been down more sharply. I was just trying to get a sense of that, Bill.

Yes. And then the Southern Europe, particularly, Southern Europe is being Spain, Italy, Greece.

Just to make sure I understand the synergy, if you got $15 million in the first quarter, I want to make sure I'm really seeing this correctly, that's obviously annualizing the $60 million so is it fair to say you only see an incremental $10 million for this year on top of this?

Yes, I think, well $50 million, I think you're looking at it the right way and that we expect the synergies' pacing to grow over the course of the year. So the biggest quarter should be the fourth quarter.

So what's implied -- yes, what's implied in the guidance is that we'll get another $55 million over the balance of the year. And we're continuing to refine our programs, and I expect we'll have another update when we report our second quarter earnings.

Okay. And then just on -- as we try to ascertain the seasonality of Diversey, we did a little exercise.

If you go back over like the last 7 years, they would tend to see about a $40 million jump in EBIT from first to second quarter, hold there in the third, and then drop most of the way back down in the fourth quarter. And if the incremental synergies are only about $5 million, and they may not even all be in that segment, if I sort play with the numbers, it would seem like the EBIT for the year in Diversey, adjusted that is, would be something under, say, 145.

Is that in the ballpark of what you incorporate into your 150 to 160? EPS?

Yes, I'm not sure I followed all of the math, but I -- we kind of take it into pieces. The -- I think you've appropriately identified the seasonality of the EBIT with the second and third quarters being the strongest.

Yes, maybe we can just come back to that one because I'm not sure I followed all the pieces there.

Well, we're starting with 8 in the first quarter and then so you'd go 48, 48 then back down to about 13. If you just used a rigid and then add a little bit for synergies, that's how I got there.

Yes, I'm not sure I can comment on it.

And then last, real quickly, capital spending for the year?

Yes, we're still maintaining the same guidance. As you probably saw, we only spent $29 million in the first quarter.

Capital spending can be lumpier than some of the other operating costs. So with the network optimization projects that we are planning as part of our overall optimization plan, as well as normal capital spending at this stage we're making and the guidance that we issued 3 months ago.

Which is about, what, 185-ish?

Yes, 180 to 190 including $20 million for the network optimization project.

I am with Gabelli & Company. Bill, you mentioned the rebates on the Diversey side, if I remember properly.

Is that something that can change, or is the rebate a necessary evil to do business with some customers?

Yes -- no, Rosemarie. It's pretty common.

Actually, it's on the Protective side, as well as on the Diversey side, we sell to the same channel on distribution. It's a practice, Rosemarie, that came into effect -- it's probably got to be 20 years ago, and it's been an incentive to get higher volumes.

And they're basically low single-digit percents. And it's generally based on a certain volume growth over the prior year, and it's not unusual if a distributor gets close that if they can make the next tier by the end of the year, they will and it's not the first time I've seen it.

Okay. And on the equipment side, how strong was that particular part of the business, is backlog growing because that is really a sign of the strength of the business to come, if you could help a little bit on that?

Yes. Tod's has got some update on that.

Yes, I think the -- I think we've talked about portions of the business where we had strong equipment sales during the quarter. Where we did see some weakness was in the Food business is basically against tough comps last year, and we do have a strong pipeline on food.

So I expect it to be flat for the year. The protective business was up 20%, which is really a good sign for prospects for growth going forward.

Okay. And if I may ask one last question, could you talk about the trend during the quarter on a monthly basis, what are you seeing and if you could touch on your different businesses?

If you could touch as to what you're seeing in April? And do you expect in those -- in your guidance, do you expect Europe to decline further in the second half of the year, I mean, the news are not that rosy there.

Yes. Well, I wish I had a crystal ball on Europe, Rosemarie, and I don't.

I thought -- I mean, this is the fifth or sixth time the Europeans have come to an agreement on settling the crisis only for it to happen again a week or 2 later. But I'd give you a couple of things, and they're not completely obvious is that Diversey had a slower January, February but a strong March.

And I think that, that's positive because the organization is coming together. It's been through a challenging transition over the last 4 or 5 months, and they come back strong in March.

I think it was positive after a slower January, February. In the Sealed Air, the Protective side, it was a little bit the other way around.

We had pretty good January, February. The first 3 weeks in March were reasonably slow, picked up the fourth week in March quite strong.

We had one of our best-selling days of the quarter at the last week of March. On the food side, we did have that hiccup with the finely textured beef, which referred to in the media by another name.

Yes, pink slime.

And that was a negative for a little short period of time. It didn't last too long, but again, it basically came out of the line.

I don't think it's going to come back. I don't think that was a timing issue.

I think people for a period of a week or 2 just cut their beef consumption. So our comment from our food folks are those sales are probably lost.

That's not going to be a timing issue. And we did have one unfortunate incident or 2 really from that finely textured beef is, one, we had a bankruptcy just under $1 million, about $800,000 from a customer who went Chapter 11 as a result of demand for finely textured beef dropping off, and a different customer on the Diversey side who did the cleaning and sanitation for one of the manufacturers of finely textured beef actually shut down their production.

And we lost those sales in Q1, as I've mentioned on prepared comments. We probably won't see that factory start up for the rest of the year.

So I'd say no real clear signal in the Industrial business, my own feeling has inventory correction in our customers in the first 3 weeks of March, and Diversey business coming back in the end of March was good.

I guess, Bill or Tod, just on the outlook. I think you mentioned in the first quarter was on a pro forma basis sort of flattish.

We know you have another, call it, close to $50 million of additional synergies sort still ramping. But the $1.2 billion of EBITDA for the full year, that probably implies about $180 million of EBITDA growth in the next 3 quarters.

You're kind of flat, at first quarter, and you've got $60 million of synergies. So where -- help us with where the trends sound like they're similar to the first quarter in April.

Where does the extra sort of growth come from at the remainder of the year?

Well, I think we were looking at 3% to 5% growth. And if you look at our growth in the quarter, total company was kind of less than that.

It was 2 percentage. Then we've got the -- as you said, you've got the cost savings, which are going up.

You've got the higher sales volume and the better mix. So you've got price, and remember, we've got $20 million price in the Sealed Air side and $20 million price on the -- total price in the quarter was about $42 million on a pro forma basis for the company.

So you'll see that flow through higher volume and better mix plus the synergy number.

Okay. And then 2 quickies on the -- 2 quick follow ups on that.

One is, can you help us quantify what the financial impact was on Diversey for the timing of the North America order patterns, shifting and how much EBIT, EBITDA that sort of shifted 1Q to 2Q? And then are you -- is price cost going to be a positive in the second quarter?

I know resin has -- that we've seen some, particularly in Europe, some cost inflation on the resin front. So as you look at 2Q, is that a tailwind price cost, a headwind, flat, help us with that.

Yes, price cost -- I'd say we're going into Q2 carrying some positive price. And we've indicated we have some price increases going into effect.

If we execute those price increases well in Q2, we should be pretty neutral. If they drag out a little bit, we could be slightly unfavorable for the quarter, but we'd catch up early Q3.

Yes. And, Al, on the effect in the quarter on the first item, it's less than $5 million in sales.

It looks like red meat slaughter rates are down sadly year-over-year. Have you had any problems managing that?

And do you expect any reversal in the slaughter rates going into the back half of the year?

Yes. Meats are down low-single digits, 2% range, for year-over-year.

And I think when you look at our food volumes being positive, I think that suggests that we're managed it well with providing customers alternatives, giving them more opportunities to merchandise better and really selling more product to customers on a smaller beef herd, and we've had some benefit because hogs are up, too. Pigs are up, and that helps offset some of the beef.

But beef is -- we expect it to be down for the full year. You won't see probably cattle numbers turn positive 'till 2013 at the earliest.

Okay, great. And are you seeing some -- sourcing some elongated reordering periods in Diversey's Europe government and education sector?

And do you expect that to remain the same for the rest of the year?

I think pretty much so. Right, yes.

I forget on the Grace settlement, how much free cash would you get it at the end?

So it will depend on the value of the shares, as well as the amount of the cash that we pay when we ultimately fund the settlement. So the simple way to think about it is take the sum of those 2 and apply the U.S.

tax rate to that. So if it's roughly $1.2 billion in value, and you apply 35% to that, you get something on the order of $400 million.

And then that does not all come at once. So I think we've said in the past that we expect the majority of that to come in the year following the year in which we fund the settlement and then the balance will come in over a several-year period following that.

And you'll probably get 80% of that year or the following year after the settlement?

I think, yes, I think that's consistent with what we've said before.

And on your free cash flows, that's before capital expenditures and dividends, isn't it?

It is before dividends but after...

But after -- it's after CapEx before dividends and before debt service.

After CapEx but before dividends.

It's after CapEx, yes.

I was wondering if you could talk a little about the Latin America and how things are developing there, your growth prospects and just kind of break it down?

Latin America is a positive place in our business. If I look at a total company basis or -- see if I have here, our Latin American business is growing at, I don't know, I got to find the right number here -- 5.1%.

The Diversey business in Latin America actually grew at 8%. Diversey Latin America grew at 8% in the first quarter.

We're doing positive in most of the countries in Latin America. We've got our challenges in Argentina because of the economy and the regulatory environment.

But basically, we looked at 8% growth in the Diversey business, 8% growth in the legacy Sealed Air business. The Brazilian meat industry is starting to recover.

They had a slow period last year or so as the value of the currency made their beef exports less competitive, but we see them coming back online. So Latin America is kind of a bright spot for us if I look at business opportunities both on the Sealed Air and the Diversey side.

Some of our earliest joint synergy sales are from the Latin American team, and they also think our first sale with our GE Water alliance was also generated in Latin America. So it's a real positive group, good attitude, and I think a lot of opportunity.

Okay. And then regarding price again, I just wasn't clear on -- you have price initiatives from '11 that are going to kick in this year and there also will be some additional price hikes within the year?

Yes. Stew, I think what I said is that we had $20 million of positive price on the Diversey side.

We had a little over $20 million positive price on the Sealed Air side. The combined business generated about $42 million in positive price in the first quarter.

That represented a follow over of price increases announced and implemented in the fourth quarter of '11, and that flowed to '12, as well as the partial effect that price increases implemented in '12 that were realized in Q1. Okay, I've got one more telephone question, then I'll take those couple there from the webcast.

So if we could take that one more question from the phone?

I just wanted to follow-up on the increase in the working capital in the quarter. How much of that was driven by the new European principal company structure?

And how much of that was just operating in the business? And if it is related to the principal structure, when should we see that come back?

Yes, so it was -- that's solely within inventory, first of all. And the buildup, as a result of the European principal company structure, we should see reverse in the second quarter.

And likewise, the seasonal build up should largely reverse in the second quarter as well. I would say that the majority of it was normal seasonal build up.

Okay. And then just lastly on the cash, I think you had $500 -- what was it, close to $530 million in cash currently.

Yes.

On the balance sheet, I mean, if the Grace settlement was to come in, are you concerned at all that you have a little bit lower cash balance at this point in time to fund the settlement?

No. I mean, that's a seasonal variation.

We have a $1.3 billion of cash and committed liquidity. So we do have access to other funds.

We don't have to get any external financing if we were to fund Grace in the near term. And likewise, most of that cash is accessible to us.

So there's very little traffic cash on our balance sheet.

Okay, operator, I'm going to take a couple of questions here that came in from the webcast. First question was an update on CFO search.

We're still ongoing. We're in the sort of final rounds and the senior management team has been interviewing the last rounds of candidates, so it's in process.

Second question, Diversey constant dollar sales Q1 by region. I'll give you constant dollar sales by region.

If I look at the EMEA region and MIA, our constant dollar sales were up 1.2%. If I look at North America, it was actually a minus 5.7% -- EMEA was 1.6%, I'm sorry.

I read the number wrong, 1.6%. North America was minus 5.7%, Latin America was plus 8%, Asia-Pacific was 6.4% and total Diversey quarter sales in constant dollars were 0.5% positive.

Okay. Question -- then the next question from the webcast, second quarter constant dollar sales?

3% seems to be an acceleration versus Q1. That's absolutely right.

And it's basically seasonality as business picks up and as people prepare for the summer and you've got the lapsing of the onetime customer pattern from Q1, and you've also got the Hotel business and food and beverage picking up in Q2 as people begin traveling more and consuming more. And we also get better comps from Japan.

I mean, we didn't point it out in our prepared comments, Japan represents about 10% of the Diversey business, about a $300 million business. And they were negative 10-plus percent as a result of the earthquake and tsunami in March of 2011.

And as that business has come back, and we go into Q2, there will be favorable comps compared -- in Japan compared to prior year. Okay.

The next question, Diversey market share trends by geography and market? We really don't talk market share.

That's not our style and not the way we've typically done things, but overall, we continue -- we feel to not see any significant shift in our business in any particular region or any particular market. Okay, next question is, which business will require more price increases in Q2?

And will it be in the 3% to 5% range? The business that probably will need some price in Q2 could very well be the Protective business, which is the largest buyer of the commodity resins.

And to the extent that the commodity resins tend to be the most volatile in price, it's probably the Protective business. And I know the Protective management team is well aware and is prepared to move.

And they will be in the 3% to 5% range. With that, I think we're definitely a little bit over time, but I want to thank you all for participating in the call.

I would like to really reemphasize the strengths of the fundamentals of the business, that our short-term achievements in increasing and accelerating the cost synergies from the new organization, and the team is doing a fantastic job of meeting the needs of our expanding customer base. We're in a solid position to recognize the benefits of our efforts, most notably in the second half of the year.

And we really have the organization positioned to confidently reach our targets even if we have to navigate through ongoing challenges in the European business. I think you'll see ongoing improvement in our results, stronger cash flows and further reduction in our debt levels, all of which will enhance our earnings.

Thank you again for taking the time to listen to us today. Thank you.