Good morning, everyone, and welcome to the Sealed Air conference call discussing the company's second quarter 2011 results. This call is being recorded. Leading the call today, we have William V. Hickey, President and Chief Executive Officer; and David H. Kelsey, Senior Vice President and Chief Financial Officer. After management's prepared comments, they will be taking questions [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.

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 will apply to this call. 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?

Thank you, Amanda, and good morning, everyone. During today's call, I would like to discuss our second quarter 2011 business performance, have Dave Kelsey detail a few financial items and then come back and touch upon our pending acquisition of the Diversey Holding Company. Once Dave and I have concluded our prepared remarks, we will be happy to take any questions from both the audience and those coming in over the webcast. Earlier this morning, we reported our second quarter 2011 earnings per share of $0.37, which compares to our reported second quarter 2010 earnings of $0.38, excluding acquisition expenses related to the proposed Diversey acquisition, which we announced earlier in the quarter -- late in the second quarter, our adjusted earnings per share were $0.40 per share. This 14% increase in our adjusted EPS performance on a year-over-year basis reflected the benefits of favorable foreign exchange, higher sales volumes, favorable price/mix, all of which were partially offset by the continued unfavorable impact of the timing of recovery of higher raw material and freight cost. We have used a multi-pronged approach to address the raw material inflation, which you've seen this year. This generated relatively stable operating profit margins in the quarter on an adjusted basis versus the prior period. The combination of approximately $30 million in positive price/mix, $10 million of productivity improvements and improved operating leverage from higher volume and favorable foreign exchange helped to largely offset the estimated $45 million in higher resin and freight cost in the second quarter. We were pleased with our margin performance as we navigated through peak resin prices in this quarter, which nearly crested at 2000's peak level in the month of May but then subsided modestly in June. This is consistent with the outlook we gave you on our first…

Thank you, Bill. As Bill has covered, foreign currency was a big factor in our second quarter results. In addition to providing some additional detail on this impact of foreign currency, I will also address details of our operating expenses, operating income, key balance sheet statistics, free cash flow and liquidity items. Then I'll turn the call back to Bill. Since we are a U.S. bona fide company, we translate our foreign currency denominated financial results into U.S. dollars. With the changes in the value of foreign currencies relative to U.S. dollar translating our results from foreign currency into dollars may result in favorable or unfavorable impacts. Clearly, so far this year, with the weakness of the dollar, we've seen predominantly favorable currency translation. In the second quarter, compared to the same period last year, not only the euro strengthened against the dollar, but also other currencies such as the Australian dollar and the Brazilian real recorded double-digit increases in value against the U.S. dollar. Around 55% of our sales occur outside the U.S. with approximately 20% of sales denominated in euros. The appreciation of the euro and these other currencies during the second quarter resulted in $64 million favorable impact on our sales and had a significant impact on our operating profit and free cash flow results. Moving on to expenses, our marketing, administrative and development expenses in the second quarter increased $17 million to $189 million, but they remained relatively flat as a percentage of sales. $9 million of the increase was due to unfavorable foreign exchange, and $5 million of the increase was attributable to the incremental sales and marketing cost we incurred to support our sales growth. Our operating profit in the second quarter was $6 million higher than last year, excluding the cost related to…

Thanks, Dave. Now if I can spend a few minutes on our future and our growth strategies, I'd like to touch upon depending Diversey acquisition, which we announced on June 1. We are all very excited about the acquisition, which brings together 2 industry-leading organizations with a shared vision that leverage a strong heritage of innovating new market spaces and developing unique solutions that generate measurable value for our customers. We believe the acquisition will act as a catalyst to the work we have been undertaking in our Food Solutions segment to broaden our reach in the food processing industry beyond the solid foundation we have achieved in fresh proteins. This acquisition leverages our current R&D investments in food safety and hygiene and broadens our growth initiatives, providing an end-to-end solutions for the food processing and food service industries. Ultimately, the goals of eliminating contamination maximizes the shelf life and the freshness of food and minimizes unnecessary waste, key and critical factors in today's world of limited and costly resources. And lastly, Diversey's extensive feet on the street and established relationships in developing parts of the world will enhance our own growth programs and broaden opportunities in countries like India where Diversey is approximately 8x our size in that particular country. Following our announcement, we issued an incremental 8-K on June 8 outlining pro forma 2013 estimates and the anticipated value creation we expect from the new combined company. Dave and I then embarked on an extensive roadshow to discuss our strategies and help our investors and analysts learn about Diversey, together with Diversey's CEO and President, Ed Lonergan; and CFO, Norman Clubb. I believe that many of those whom we met during that roadshow are on the call today, and I'd like to extend my thanks to everyone that…

[Operator Instructions] And the first question will come from the line of George Staphos, Bank of America.

I wanted to take my first 2 questions and use them to explore Diversey again. Obviously, the products that both Diversey and Sealed Air within Food Packaging cell are very R&D driven. You're obviously selling to the same customer base. Bill, what's your vision, over time, in terms of how you will ultimately be able to integrate the sales approach for both businesses? Do you ultimately see, depending on the market, that will be -- effectively one salesperson who is selling both products? How do you see that panning out? And then I have a follow on.

Okay. George, we are in the process of the integration now and one of the key items the integration team is focusing on is how to go to market. So I will say, if you hold that question for a quarter or so, we might be able to tell you a little more later.

Okay. But at that -- you should have had at least some view on how you might integrate it. What were your initial expectations, Bill, do you think?

I said, I think, I'd rather wait till next quarter, George. I mean, we're looking at ways on how best to -- and it's different in different markets in different parts of the world. I mean, if you used my example in terms of India, India, where Diversey is substantially larger and more established than we are, there may be a way to piggyback on their organization. In North America, where we're much better positioned with the food industry, particularly food processing industry, they'll piggyback on us. And so we're working way region-by-region, product-by-product and how best to go to market.

Okay. I appreciate your patience there, Bill. I guess the other question I had, more for Dave. Dave, has your view -- or have your views, at all, in terms of how you'll finance Diversey changed either in terms of capital structure or audience for your financing given, obviously, what have been somewhat challenging and changing and debt markets given the environment we're in right now?

Yes. As you know, we've disclosed at the time of the announcement of the transaction that we had a bank commitment in place before for $4.5 billion. And that's going to be provided by Citibank, an outfit called Bank of America Merrill Lynch, which I think you're familiar with, RBS and BNP. We are in a position through those commitments to have 100% of the funds necessary to close the purchase. We'll be updating the capital structure at the time of the closing, but really are not in a position, at this point, to discuss it in any greater detail.

Yes. George, the only thing I think I could say is we have our debt ceiling. We're just waiting for Washington to get theirs.

And the next question will come from the line of Philip Ng Jefferies. Philip Ng - Jefferies & Company, Inc.: One of your largest competitors just reported today on the flexible packing side, and it sounds like their anticipation for volumes are going to slow down with your customers' raising price. It doesn't seem like you're seeing the same impact. I just want to get a sense on what's the disconnect?

Yes. I mean, I wouldn't say there is a big disconnect I mean, we -- now we have a better geographic footprint. So I mean you saw our business we are much bigger in Europe, where we're still see some growth much bigger in Asia. I mean, our numbers in China were like up 14% for the quarter. So I would say part of it is geographic. Also, I think, what we see is, we are very more exposed to the protein component of the market. And with high corn prices, high feed prices, we are actually seeing there will be an increase in animals brought to market in the second half of the year rather than feed them $7, $8 corn. So that is a factor now. That will take a little from 2012. There isn't any doubt about that. But it does mean there will be a little more than a seasonal pickup. And the other part is we have a very healthy equipment business. Remember, we have a $200 million, $300 million equipment business. And by selling a whole solution, we think we have an advantage in the marketplace.

Okay. And then as for your Protective Packaging business, which is a little economically sensitive. I think if I heard you guys correctly, volumes kind of slowed down during the quarter. I just want to get a sense how it was tracking during the late part of 2Q and the early 3Q?

Yes, it's been pretty the same. I mean, it's -- I will say the industrial side of our business is more uncertain to the economy than the food side. And I think a lot of our customers are saying that they're waiting to see what Washington does before they make commitments. They're playing inventories very low. They're buying on a week-to-week basis. What we've typically seen is, we've typically seen orders flow through the middle of the month as customers are cautious. And if they run low -- well, generally, the last 3 or 4 days of the month, we'll see a pretty big ramp up. So I'd say the industrial side is more concerned about the overall macro situation with the economy. But again, geographically, we've got a great footprint. I mean, we're still seeing up in China. Our Instapak business, which, you know, steel there is one of our bellwether products and one of our premier products. We actually saw 5-plus percent, 5% to 6%, unit volume growth in the second quarter. Inflatables are up 31%. So although the economy is slow, our folks are doing a terrific job in finding those customers that have a need. And I think a lot will depend on what comes out of Washington over the next couple of days.

And the next question will come from the line of Ghansham Panjabi, Robert W. Baird. Matthew Wooten - Robert W. Baird & Co. Incorporated: It's Matt Wooten sitting in for Ghansham on today. I was hoping that you could talk about the increase in equipment sales contribution this quarter and how do you think about that in the second half given conservative commentary for many of your customers, the potential for reduced CapEx by your customers in the second half of this year?

Yes. It's interesting. It's -- equipment usually is a good indicator of the health of the economy. And surprisingly, when uncertain economies -- customers are slower to invest in equipment. But we saw a 12% constant-dollar increase. And on -- overall where the 20 -- 16% constant-dollar increase on the protective side and a 45% increase in constant dollar on the food side. And I think what a lot of that is, is we are showing cost savings, productivity savings, labor reduction. And I think the returns our customers are seeing from those, that in times of their uncertainty about the future and their own profitability, it's a compelling argument to invest in new equipment and reduce their cost because they're getting 1-to-2-year paybacks on some of this equipment. Matthew Wooten - Robert W. Baird & Co. Incorporated: Okay. And as a quick follow-up question. I was hoping you guys could just give us some color on inter-quarter volume trajectories. Has volume been consistent throughout the 3 months? And then any indication of July trends would be helpful.

Well, I would tell you that's been pretty stable. I mean, I looked at -- it's probably before the call, I looked at yesterday's sales, and they're about the same range we've been running, that low mid-single digits in the U.S. and a little bit higher outside U.S.

And the next question will come from the line of Peter Ruschmeier, Barclays Capital.

Bill, I was curious on Diversey, if perhaps you can remind us the method of product distribution for Diversey and Sealed Air and how might we think about ways of gaining logistical cost savings? Or asked differently, do you anticipate realizing per-unit freight cost savings going forward just at a high level?

Yes, I think we touched on some of that on our roadshow in terms of -- Diversey serves the food business primarily on a direct basis, very similar in the way Sealed Air serve the food industry. In Diversey, the non-food component of it, the building service contractors, laundry and some of those other items, they go through a distribution channel, which is made up of a lot of the major distribution companies around the world such as the Bunzls and the Unisources and the Xpedxs. And these are the same channels used by Sealed Air in the non-food industrial segment. So we've got both direct channels through the food industry and indirect distribution channels through a lot of the same distributors on the non-food aspects of our business. Logistics opportunities, we talked about that on our roadshow. Diversey sales, heavyweight chemicals that generally fill the first 3 feet of a truck, and Sealed Air sells light rolls of Bubble Wrap that would very neatly stack out on a truck. So I think as we've said on our roadshow, although I hope our protective packaging guys get carried away of it, but the Bubble Wrap rides free.

Okay. That's helpful. And just a quick one and I'll turn it over. Can you comment at all as you think about the price/mix spread, as you look sequentially into 3Q and then into 4Q, based on the progression of -- and timing of your price increases and the cost side of things, do you anticipate a bigger sequential contribution from price/mix in 3Q or 4Q?

Well, I think 3 would probably be the peak. I mean, there's always the question, if you look at the history of the industry, they generally -- the supplier side, our suppliers, if you look at it, you'd generally -- they'd generally try for a price increase in the fourth quarter. So although a lot of the projections are sort of stable out through July through December, my own sort of personal view is there is likely to be another fourth quarter attempt to get prices up as been the case in the last couple of years.

And the next question will come from the line of Rosemarie Morbelli, Gabelli Inc. Rosemarie Morbelli - Gabelli & Company, Inc.: Bill, going back to your equipment sales, could you give us a better feel as to how much was in North America and how much was in Asia-Pacific and Europe for that matter?

I'm not sure I have that relative. I got it by business, Rosemarie. I've got it by business. I've got it by food, food so -- yes, we do run our business on a global basis. But I can tell you that I know it, just from the back, I'm looking at it quickly, there is about $3 million of the increases in Food Solutions in Europe, which is kind of Darfresh lines, PDF lines or whole birds. And now we're doing a major installation of an automation line in Saudi Arabia for poultry. We've see about a $3 million increase in the U.S. on the protective side, that's primarily, on new cyclone equipment. And we're also seeing some in Japan. So it's pretty well spread. Although I'd say, Food Solutions Europe is probably the biggest piece of it. And then it goes across the industrial business and then comes up at the end with the food basic core Food Packaging business. Rosemarie Morbelli - Gabelli & Company, Inc.: And so now based on your experience in the past, I mean, these are the razors. How much revenues from the razor blades can we expect being derived from the installation all of that new equipment?

Well, it's -- we generally look at on the industrial side 3x to 4x volume as the sales price or the value of the equipment that goes in. That's kind of the number that we need. On the food side, it probably tends to be less than that, more in the 1x to 2x on an annual basis. Rosemarie Morbelli - Gabelli & Company, Inc.: Okay. And if I may ask one more question regarding the margins, when you say that you are closing the back -- the gap, are you talking about the fact that by Q3, gross margin can be above that of last year, or are you talking mainly sequentially?

Okay. What we're saying, we closed the gap, Rosemarie, is that of the 45 -- well, actually, it's over $100 million in resin increases from January 1, we will have gotten all of that back. Rosemarie Morbelli - Gabelli & Company, Inc.: Okay. So you are closing the gap in dollars, but the margin is still going to be down then versus the prior year?

Well, that's because of the math works because the numerator and the denominator are both higher. Rosemarie Morbelli - Gabelli & Company, Inc.: Yes, sure. No, no, no, I understand. But sequentially, it should be higher, however?

Yes. Sequentially, it should be higher. Yes.

And the next question will come from the line of Chip Dillon, Vertical Research Partners.

When you look at the Food Packaging segment, it looks like the volume comparisons in the second half are quite a bit tougher than the first half. First half being up just under 2, and the second half -- or should I say last year, you were comparing with just over 2 and now in the second half, you're going to be comparing with an average closer to 5. With that being said, how do you view, just as a half of the year, the volume potential in Food Packaging in 2011 second half?

I think what you're just looking at is one, we've actually looked that -- if you look at our numbers, our Australia and Brazil numbers are low in the first half of the year, are low in the first half of the year, as both of those currencies have been -- had in Australia, first by drought; second, by currency. And Brazil, first by price; and second, by currency. And then we're actually seeing slight improvement in Brazil at the end of the quarter into July. We're hopeful for improvement in Australia, but we haven't seen it yet. And both of those will give us volume we didn't have in the first half of the year. And as I've mentioned earlier, we're also looking at a pickup in North America cattle coming to market because of the record-high corn prices, although some of that may rob from 2012. There is a lot of parts of the country where feed prices are high and grazing pastures are dry because of lack of rain. And that's causing some of the ranchers and cattle raisers to bring more animals to market earlier. But it's still in the single-digit range.

Got you. Okay. And then just a quick follow up, could you just remind us how -- let's assume Diversey closes in the fourth quarter as planned, sort of when do you think your balance sheet would be in a position where you would feel comfortable, either with a large share buyback or with making another large-scale acquisition like Diversey is?

I think we have to clean up our balance sheet first. I mean, we go to -- yes. first, pay down debt. I mean, that's an important thing to do, bring that debt down. Our goal, if you look at our projections, was to bring our debt down to under 3 by 2013. We don't see any major acquisitions on the horizon. There may be a few smaller tuck-ins that will complement the Diversey business, but those will very clearly be modest in size. And at some point, as we get more comfortable with our balance sheet and the economic outlook becomes clearer, we'll probably put our toe back in the water on some share buyback.

And the next question will come from the line of Gilbert Alexandre, Darphil Associates.

Basically, on your resin costs, you're saying that you hope that you won't have, as they peak, and that you won't have the volatility that you've had in the past year?

Yes. Well, hopefully, it's eternal. I think, was it -- John -- was it Milton or Alexandre that said that, one of the 2. But that the stars seem to be lined. I mean, oil is stable. One thing about uncertainty in the economy, it does keep resin prices stable. I guess the only -- the real hope is, we have a pretty mild hurricane season or at least it doesn't hit the Louisiana/Texas coast.

All right. And basically on your operating profit margins going to be tough getting them much higher than last year?

Yes, I'm sorry, you kind of faded out there, Gill. Could you repeat that, please?

Excuse me. As you look on operating margins, is it going to be tough for you to improve much over last year's results?

No. We'll work on improving operating margin. That's -- and I mean, that's clear. It should -- I mean, if you look at it, we hit peak resin prices in Q2, And if you look at where we expect to be, that speaks to a modest pickup in operating margin.

For the year?

For the year and for Q3 and Q4.

And what's the probability of Grace being finalized by year-end?

Gill, if I knew, I'd go to Las Vegas or Atlantic City.

And the next question will come from the line of Mark Wilde, Deutsche Bank.

Bill, I wonder -- just a couple of questions and Bill has to pardon me if these were asked earlier. I'm kind of jumping between calls here. But in Food Solutions, you talked about this 10% increase in volumes in Europe, and I wondered if we could get a little color on that?

Sure. I think we did touch on it very briefly is one equipment is a component. Equipment is a component, and Europe, as I said, answering the last question, Food Solutions Europe equipment sales were up 45%. And that includes several new lines, which we've -- have sold and are installing. We are, for example, have a line for whole birds. We have some Darfresh lines for case-ready and we've also seen positive growth in Russia, which is pretty good. I mean, the Russian business has come back nicely, whole backing nicely, and I'd say those are the key components. And of course trays, which go into the poultry market for that to underlie the package. So you take the whole bird packaging, the BDF, the Darfresh and the Equipment business, you account for the sales growth. And the Food Solutions folks have a pretty aggressive growth program that they're really executing well on.

Okay. And then in Protective Packaging, you mentioned a new lighter-weight film. That sounds like it would probably hit meant lower sales even if the -- kind of the square footage was the same. Can you talk a little about that?

Yes. That's -- you hit that right on. We can get the same square footage with 30% less plastic. We've been talking about that for a year now, it's CT-301, which is a true 30-gauge shrink film, which takes a fair amount of the plastic out of the material. It performs in 80-plus percent of the applications customers have with no difference in outcome. And because it's less plastic and it's thinner, it does have a slightly lower price point. But one, it's environmentally sound because it reduces the amount of packaging; two, it significantly lowers our cost; and three, it runs well on the equipment. So it hits well on everything. And now we're doing the same thing on the Fill-Air product line. We've just introduced a new film air called R5, which again brings the gauge of that film back. If you open up packages from some of the e-tailers, you'll see these inflatable pillows in them. Starting soon, you'll see a -- you may not notice it, but you may, you'll start to feel that pillow is a little bit thinner plastic. And that's also part of our cost reduction sustainability giving our customers a value proposition.

Okay. So it's a lower price. But what does that mean in terms of margins for you?

Actually the way the math works, it's a higher percentage margin, not necessarily a significantly higher dollar margin.

Okay, very good. And finally, just any thoughts -- there's been some kind of concern about maybe China and some of the other Asian economies slowing down. Have you got any visibility into that in any of your businesses over there?

Well, I kind of share that concern. But I look at our numbers in China for the quarter, up 14%. I do know from our folks in China, they are concerned about the real estate bubble. China has been raising interest rates. But on the fundamentals from 2 years ago when I walked into one of our Chinese customers and found that 2/3 of their factory was shut down because exports to the U.S. and Europe kind of dried up. As we went through the financial crisis, those people are back now, cranking these increases of 14%. So I give the Chinese, a lot of credit for managing their economy. Whether there's a bubble or not, only time will tell. Is that -- any questions on the Internet, or we have a couple more, operator?

We do have a follow-up question from the line of George Staphos, Bank of America.

Bill, 2 quick ones. In the past, the shrink film market has been, at times, a very competitive market. One of your major competitors over the years was acquired a number of years ago. And one of the other competitors seems to have somewhat vanished. Maybe that's an incorrect statement, but what's been the pace of competition in that market? And then more broadly, within Protective Packaging, your price/mix was up a point or so less than what you're seeing in food. How much of that variance -- or said differently, what impact did the CT-301 film introduction have on your price/mix? In other words, what would your price/mix have been ex that new product launch?

Okay. Let me go back and say, the protective industry continues to be among the more competitive industries that we play in. And actually, even with protective, it's more certain classes of products. On the shrink side, what we have done is, we have introduced a number of new products. We now have CT-301, 501 and 701. They do substantially reduce the amount of plastic in the product. And in response to the question earlier just before this is, it does have a lower price point. I know it has a negative effect on the price/mix, so will the R5 on the Fill-Air have a negative effect on the price/mix. I just don't have that particular number, what it would be without it at this time, George, but I can tell you that the thinning of our products does have a negative effect on the price/mix, although it has a positive effect on the margin and our cost.

And competition and shrink, has that gotten worse? Has it stabilized over the last, call it, 5 years? How would you frame that for us?

Well, I'd say, interesting. If you look at the competitive landscape, you're right in that. One disappeared. They haven't really disappeared, they just probably experienced their own challenges. I don't think it's gotten any worse. But then again, it hasn't gotten any better. It's like an industry that has competitive dynamics and the player who comes out with the best product wins. And that's what our goal is.

We do have another follow-up question from the line of Rosemarie Morbelli. Rosemarie Morbelli - Gabelli & Company, Inc.: Just quickly, Bill. If you anticipate -- well, you have seen resin prices coming down. Your price increases are coming through. And you didn't change your guidance. In fact, because now you think that you might be closer to the high end than the low end, otherwise, one would anticipate that you would have better results than you thought before?

Rosemarie, I think we give our guidance on a range because there's a lot of moving parts, a lot of moving pieces. And I don't think I'd want to go -- where in that range we may end up. So I will just leave it at that. I would like to wrap up the call. I want to thank everybody for participating. I do want to give one message clearly is, as I think the quarter, we are executing the plan. That's basically the message the organization has, and as following is we have a plan, we know where we want to go. We know what we have to do to get there, and we're executing it step-by-step. In the meantime, the integration team with Diversey is focusing on identifying delivering incremental value from the transaction and really speeding up the timeline to the extent possible. We do look forward to continuing to speak with you, share our vision, demonstrate the value we create with this new combined approach to the marketplace. We want to remain an innovator, a thought leader and a pioneer in our space. We have a history of creating new markets, new solutions that yield premium prices and drive value for our stakeholders. We intend to do that with the Diversey acquisition. We believe it's the right long-term investment for future value creation, and that's why I am still proud to be a Sealed Air shareholder. Thanks for taking the time to listen.

And ladies and gentlemen, this concludes today's presentation. We'd like to thank you for your presentation. You may now disconnect and have a great day.