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Sealed Air Corporation (SEE)

Q3 2012 Earnings Call· Fri, Nov 2, 2012

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Transcript

Operator

Operator

Good morning, everyone, and welcome to the Sealed Air conference call discussing the company's third quarter 2012 results. This call is being recorded. Leading the call today we have William V. Hickey, Chairman and Chief Executive Officer; Jerome A. Peribere, President and Chief Operating Officer; and Carol P. Lowe, 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, Executive Director of Investor Relations. Please go ahead, Ms. Butler.

Amanda H. Butler

Analyst

Thank you, and good morning, everyone. Before we begin our call today, I'd like to note that we've provided a slide presentation to help guide our discussion. This presentation can be found on today's webcast, as well it can also be downloaded from our IR website at sealedair.com. I would 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 are provided with 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 also 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 their reconciliation to U.S. GAAP in the financial tables that we've included in our earnings release. Lastly, we have used pro forma results for certain metrics in the quarter to aid in the comparison of our performance to historical combining metrics of Sealed Air and Diversey. These pro forma results are available as supplements on our website. Now I'll turn the call over to Bill Hickey. Bill?

William V. Hickey

Analyst

Thank you, Amanda, and good morning to everyone. Before we begin our discussion on the quarter, I would like to really thank everyone for their flexibility in participating in our call today, which as you know, is outside of our normally scheduled date and time. In the wake of Hurricane Sandy and the aftermath that has disrupted a lot of people around the New York metro area, we felt it was prudent to delay the release and earnings call for everyone's safety. Additionally, it is with great pleasure that I welcome and introduce Jerome Peribere, as Sealed Air's new President and Chief Operating Officer. As we previously announced, Jerome will succeed me as Sealed Air's Chief Executive Officer in March of next year. Jerome brings to us a wealth of international experience gained from 35 years at the Dow Chemical Company. He has significant global experience, which is particularly important to Sealed Air today, where we have 60-plus percent of our business outside the United States. Interesting, he also brings packaging experience as his first job at Dow Chemical in France was selling Ethafoam polyethylene foam, which is one of the products that we still sell today. And most importantly, he brings recent acquisition-integration experience from Dow's Rohm and Haas acquisition where he led the integration of Rohm and Haas into the Dow Chemical Company. Jerome has been a quick understudy and in his first 2 months, he has met our key managers, met with employees on 3 continents and met with numerous customers of our food, protective and Diversey businesses. He's off to a great start. On today's call, I will give a few opening comments, then Jerome will highlight our business unit performance. Carol Lowe, our CFO, will follow with a more detailed discussion on our consolidated results,…

Jerome A. Peribere

Analyst

Well, thank you, Bill, and good morning, everyone. It's really great to be here with you today. As Bill mentioned, I'd like to start by discussing some of the key drivers we saw over the quarter and highlight a few areas I'm most excited about as I took the future of Sealed Air -- as I look at the future of Sealed Air. Turning to Slide 5 first. The key takeaway for Food Packaging is that the business is back on track. This is most evidenced by how we reestablished our third quarter adjusted operating profit margin back to 13.6%. This compares to the 9.7% margin we reported in the second quarter. So let's look first at the left side of the slide, and you'll see that a component of that margin improvement was volume growth. Food Packaging did a solid job, driving 2% volume growth in the quarter versus last year, with volumes up across all regions. Our growth was led by an 8% volume increase in Latin America, where our established footprint and strong market presence in Brazil allows us to benefit from the rising beef production rate in that country. Additionally, we saw 2% higher volume in Europe, Middle East, Africa on the strength of new customer wins in the Middle East, strength in Central and Eastern Europe, as well as benefits from mix shifts in Western Europe that favors Food Packaging segment products. These areas of strength offset the weak North American protein industry, which continued to face supply constraints in the quarter, with weighted average industry production rate down 2% versus last year. So I'm pleased to report that we try to evolve industry production rates. Generating this slight increase in volumes in North America, primarily from new customer wins and customer adoptions of new…

Carol P. Lowe

Analyst

Thank you, Jerome, and good morning, everyone. Following along with your presentation, Slide 9 highlights our integration and optimization program. Q3 benefited from $29 million in cost synergy, a $6 million increase over quarter 2. Our year-to-date cost synergies total $67 million. Our full year 2012 benefit is now estimated at $97 million, $7 million higher than previously expected, due to timing of benefits. I should note that in addition, our cash costs for 2012 have declined $20 million to $105 million. We have moved this cash cost savings into 2013, and we'll continue to update you in future quarters on the amount and anticipated timing of our spending. We continue to hold the total program benefit at an estimated $195 million to $200 million through 2014 and total cash cost at $235 million over the life of the program. Slide 10 summarizes our consolidated and adjusted EBITDA performance on both a pro forma and constant dollar basis. Year-over-year, constant dollar adjusted EBITDA accrued 2% on cost synergies and a favorable price cost spread of $18 million, with Food Packaging representing more than 1/3 of the favorable spread. These impacts were partially offset by the resource investments in high-growth developing regions that Jerome just mentioned, as well as some unfavorable mix. While the year-over-year increase is meaningful in light of the economic headwinds we continue to face, the real improvement story is the 19% improvement in adjusted EBITDA from the second quarter. Adjusted EBITDA margin of 14.3% for Q3 improved from 11.4% in Q2 on seasonality, cost synergies, price cost spread, elimination of onetime items and reduction of other charges that negatively impacted Q2, as both Bill and Jerome have highlighted so far in their comments. To bridge from the 2011 pro forma adjusted EBITDA including the effect of currency,…

William V. Hickey

Analyst

Okay, thank you. Thank you, Carol, and thank you, Jerome. As I indicated earlier, as your questions come in, I'll ask Carol and Jerome to field them. And of course, based on historical knowledge, I'm here to help the 2 of them. So operator, can we open up the call to any questions?

Operator

Operator

[Operator Instructions] Your first question comes from the line of Ghansham Panjabi of Robert W. Baird. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Just on Diversey Japan, it seemed like a very, very profitable business compared to the rest of Diversey and it seems like a pretty strong franchise just judging by the margins. Can you take us through the logic of selling this business versus any other part of the portfolio, perhaps on the legacy Sealed Air side?

William V. Hickey

Analyst

Yes, sure. And this is the first one, I think we said we're reviewing our portfolio of both Sealed Air, legacy Sealed Air and legacy Diversey. The Japan situation is -- it is a profitable business. It's the #1 franchise in Japan. But we looked at it as a very slow growth business. The Japanese economy, although strong, continues to have very, very slow growth. We have a leading market share, so we see very little opportunity to gain additional growth through share gains, as well as the Japanese economy, which we expect to continue to be -- Ghansham, we did a forecast out for Japan that discounted cash flow and looked at it and said, if someone is willing to give us that value today or higher, it makes sense. And it was -- and actually it had been run pretty autonomously from the Diversey business. It had its own separate product offering for the Japanese market. It had a number of products that were not consistent with our global portfolio. And when you looked at it, all considered, if we could monetize the discounted cash flow, it made sense to do it. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division: Okay. And then perhaps a question for Jerome. Jerome, you're inheriting some very, very strong franchises but also some very big challenges, particularly the financial leverage at Sealed Air. Can you sort of outline some early thoughts on how you see the strategy at Sealed Air evolving under your leadership?

Jerome A. Peribere

Analyst

Thank you, Ghansham, for the question. Now as I arrived 2 months ago, I have, by definition, traveled around the world, sometimes with Bill, sometimes without, and there are some very key highlights that I want to take out at this point in time. 2012 has been a year of transition very, very clearly. In my previous life, I had led the integration of the largest acquisition that Dow ever had made. And in reality, the word, "Who moved my cheese?" has to be present in everybody's mind because you have a lot of employees who have been unsettled by this kind of acquisition -- by any kind of acquisition. My approach is that I want to rally employees around our project, and our project is a growth project, is a growth project leveraging the equipment and the products we have into solutions, which are absolutely unique. And the commonality between the Diversey business that we have and the Sealed Air 2 business units that we have is that we have equipment which complements products when they're with solutions. It is very true in our Diversey industrial and laundry business, for example, we have all kinds of machinery and equipment like the TASKI machines themselves which make us the global leader in floor polishing [ph] and this kind of things. And you -- when you look at our Cryovac business, it is the same. When you look at our product packaging business, it is the same. So that's one commonality. The second thing is that I want to accelerate the new Sealed Air into -- and put our investment where population needs more packaged foods, more consumer -- or where consumers consume more proteins, where there is a need for more food safety and sanitization and hospitality improvements and where product production needs to be packaged in higher quality. So it really tells you where we are going to be investing. And actually, if there is one thing which has been surprising me at -- already is the amount of technology that we have in the pipeline. So that's where I'm going to be focusing my attention into.

Operator

Operator

Your next question comes from the line of Scott Gaffner at Barclays.

Scott Gaffner - Barclays Capital, Research Division

Analyst

Can you just talk a little bit about the trends in Food Packaging throughout the quarter? I think you had a slide out there, middle of the quarter talking about July up 6% to 7%, maybe it was 5% to 6%. But looks like Food Packaging came in at plus 2% organic and Food Solutions plus 1%. Can you just sort of walk us through what sort of happened then during the quarter?

Carol P. Lowe

Analyst

Scott, just one thing before -- and then Jerome will follow on with the trend, but what you're looking at was Food Packaging and Food Solutions together. Whereas for our quarterly, we -- it is broken apart. I just wanted to highlight that for you.

Jerome A. Peribere

Analyst

Okay, so what have we observed in Food Packaging? First of all is that when you exclude currency, our sales have been going up 2% and our operating income has been going up slightly less than 1%. We had, in fact, an unfavorable geographical mix. But we have some very interesting things happening. We had volume increase overall 2%, with 8% volume growth in Latin America, double-digit growth in Asia and a stable North America, with a negative product mix there. But we have also growth in Europe. That is for our Food Packaging business. Sequentially, we had suffered from quarter -- Q1 also in the second quarter, so no surprise that we're back on track with our kind of historical profitability in that segment. On Food Solutions, we've been doing quite well and we had our volume grow in North America by over 7% or almost 8%; Latin America, double digit; Europe, slightly negative; but Asia, Middle East, Turkey has been growing 20%. So how did that happen? Let me remind you that the Food Packaging is our traditional protein industrial packaging and our Food Solution is mostly [indiscernible] ready, our fluid high-barrier voucher that were microwavable type of products, so more consumer-driven. In North America, we have benefited from a very good growth in our pouches business for an exceptionally -- added by an exceptionally favorable tomato crop. But this is a very good new solution, which is a very strong alternative with lots of customer benefits versus can and for tomato, for example. So that's a very good type of new growth, which has been accelerated by a good agriculture tomato crop. But it's just a solution which is imposing itself. In Latin America, we try -- we're taking pricing actions in Brazil and in Argentina. The only negative spot is in Australia and New Zealand. Actually in Australia where we had a lot of rigid turbo foaming tubs [ph] and we lost to it on price also against competition. So generally speaking, this Food Packaging sector is starting to -- is somewhat tied to what's going on in the meat market. And again, we'd go on and talk about red fresh meat versus poultry and versus pork, but also we have innovation in different sectors, and this goes to a 50 [ph] type of products, which we are working strongly on, freshness, case-ready, multiple bags. The new consumer benefit packaging, which is our FoldLOK, as I mentioned earlier in -- as it were, specialty retail, which is actually pretty successful, and high-powered protein. So I think that this is going well. And what I'd like to mention is that our people internally are now working by leveraging this food packaging presence with our hygiene solutions where we have growth synergies and we're starting to see some benefits there of the former Diversey business in sanitation.

Scott Gaffner - Barclays Capital, Research Division

Analyst

Okay. I appreciate all the color. So did growth actually slow in the quarter though, on the combined businesses?

Jerome A. Peribere

Analyst

I didn't hear you well.

Carol P. Lowe

Analyst

First, where we reported -- at the conference slide that you're referring to for the combined businesses, we were reporting kind of year-over-year on an average daily sales basis, and they weren't quite as strong through the balance 2 months versus August.

Jerome A. Peribere

Analyst

Yes. Having said that, there's something, which is interesting. If you look at the Q3 volume, in Food Packaging and Food Solutions versus the year-to-date volume, the pace is accelerating. The Q3 volume in Food Packaging has been 2%. The Q3 volume in Food Solutions has been 2.3%. And when you look at the year-to-date, with just likely 1% on Food Packaging and just likely around 0.5% in the Food Solutions. So when I look at Q3 volume compared to the year-to-date, I'm seeing a positive trend there.

Operator

Operator

And the next question comes from the line of Phil Gresh, JPMorgan. The next question comes from the line of George Staphos at Bank of America.

George L. Staphos - BofA Merrill Lynch, Research Division

Analyst

I guess I had 2 -- actually 3 questions, I'll try to make it brief. First of all -- and I joined the call late, so I apologize. First of all, there were a number of operating issues within Food Packaging back in the last quarter. Do you feel comfortable that you are on the path to resolving those by the end of the year, which is what I remember being the last [indiscernible]

Carol P. Lowe

Analyst

George, I'll go ahead and respond to that and Bill can add a little bit of color because he was recently in Brazil, which is where a lot of the operating issues were highlighted for Q2. But yes, we feel like definitely the onetime items were onetime. And we have seen significant operational improvement, which is noted in the operating -- the adjusted operating margin for the Food Packaging. So I'll let Bill -- he can comment specifically with the bag line and what he saw in Brazil.

William V. Hickey

Analyst

George, I think as we mentioned, one of the big items in Q2 was we moved the production line from our downtown São Paulo plant out to our new plant, which is about 120 kilometers away, which has a lower cost structure and more room for expansion. And we took down one of our major extrusion lines and we believe we've built up enough inventory because we've tried to pick a slow time of the year. Customer demand just picked up. That line was down. I think as we mentioned on Q2, we had to bring in products from the U.S., freight and duty. That line has moved. As I said earlier, Jerome and I were in Brazil last week. I actually said I wanted to see this line operating. It's up. It's installed in the new plant. It's producing product at a lower cost. And we put the 390 basis points back on the Food Packaging operating margin. We're not completely moved. There will be a Phase 2 sometime either early next year with the ultimate goal of moving the second and third extrusion lines out. But right now, we're back on track.

Carol P. Lowe

Analyst

And, George, we would expect our exit rate out of Q4 for Food Packaging to be around 13% margin as opposed to the 12% that we discussed in our Q2 call.

George L. Staphos - BofA Merrill Lynch, Research Division

Analyst

Okay, that's great. Let me ask one more question because I remember you typically have a 2-question limit, and this is a bigger picture question. I realize maybe a bit more difficult to answer. But this quarter, you took a $1.2 billion goodwill impairment for Diversey. You have to do what you have to do. That's on top of what's been $100 million or so of restructuring charges for the business this year. So one could argue that in terms of the relative level of investment, perhaps the value of -- ascribed to Diversey initially was maybe $1.3 billion too high. And as you look back at Diversey, where do you think the miscalibration, if you'd agree with that, came from? And did it -- has that anything to do with, perhaps?

William V. Hickey

Analyst

Yes. No, George, I wouldn't call it a [indiscernible] in time. I mean, if you remember the numbers we were looking at 18 months ago when we went through the acquisition analysis, the euro was in the high $1.40s. That filters to the earnings model, into the valuation. And also the European economy until March of '11 was holding up reasonably well. So we were looking at one, continued growth; and two, bringing those euros back to dollars at $1.48. I think when we updated our model that the accountants require us to do once a year, is you now take a lower earnings stream and you reduce the currency effect and you end up with a different value than you did a year ago. That's not an out-of-line situation. And I would venture to say that 2 years from now, you come up with a different number, it's -- probably be higher, but the accountants won't let you put it back.

George L. Staphos - BofA Merrill Lynch, Research Division

Analyst

Well, we look forward to that, but what you're saying is it's more the market, not the actual underlying performance or as it was presented to you?

William V. Hickey

Analyst

Right, we do say -- I mean, the performance is less than our initial analysis showed 18 months ago, but they've been primarily from factors outside the business.

Jerome A. Peribere

Analyst

You see, let me add a little bit of flavor there. You can imagine that I'm spending a lot of time looking at this part of the business. And when you look at the overall numbers for Europe in the first quarter, they are not very impressive. Having said that, you need to remember that we have some components of the business, which are equipment driven. And what we have observed for our company in Europe -- in Southern Europe is that our equipment sales are dramatically low. Well, who in Italy, in Spain or in Portugal today would be buying equipment? So that shop segment has suffered to a certain extent. Another segment, which has suffered is a little bit in our retail brands of business, generally speaking. And that's one other thing. When I -- what is important to me to see are we retreating in the core of our businesses in chemicals in various countries, et cetera, et cetera? And actually, I am quite pleased with the fact that we are starting to see a few very interesting things coming up. I'm pleased to see that our French business is doing quite well or is not retreating. I am pleased to see that our East European business is growing double digits. I'm pleased to see that our Asian business and our Latin American business is going double digits. And this is not only on the quarter but it is year-to-date. So you take our Chinese business, which has been growing 22% in this quarter and year-to-date, very nice additional number. So what is important to me is, where are the pockets of softness? And when I look at this quarter, for example, for the European Union business, more than 80% of our negative growth is coming from, guess where, Italy, Portugal and Spain. So am I pleased that this is -- that we're retreating? Absolutely not. But I can understand that this is not market share losses and on the contrary versus what is the local situation, fairly negative.

Operator

Operator

It comes from Rosemarie Morbelli at Gabelli. Rosemarie J. Morbelli - Gabelli & Company, Inc.: Could you give us a little more detail on the Diversey business both in Europe and North America? I mean, you have focus on a couple of areas. But if you look at Diversey overall, do you see any changes in market trends, in your market share? Do you have and could you give us some -- an update actually on the progress on the F&B category?

Jerome A. Peribere

Analyst

Okay. Well, you've got F&B and then you've got our I&L or Diversey in general. I just talked quite a lot about it. We are growing faster than competition in where we really are seeing the future of our business. And that is extremely reassuring to me. When I see that we're growing double digit in Turkey, I'm pleased. When I see that we're growing in South Asia double digits, I'm pleased. When I'm seeing that Hong Kong -- that in India we're growing over 15%, and I'm not talking necessarily only in the quarter but also year-to-date. I'm saying that in the areas where there's a very deep crisis, we are coming down. When there is a very specific investment issue, equipment I just mentioned, we're coming down. Where there is potential for growth, we are flagging [ph]. On our North European business, it has had troughs and it is stable. On -- the good -- I'm going to give you just one country, which is Greece, where you would expect that there is 0 business. Well, you know what? Year-to-date, we've been 11% down. Quarter -- the third quarter, 1% down. So things are stabilizing here. And North America, which in some subsegments has been a weak spot, is improving. We're making good inroads in health care. We're making good inroads in hospitality, and you're going to hear some more about it pretty soon. Rosemarie J. Morbelli - Gabelli & Company, Inc.: And if I may, raw material costs have come down in general, and they have helped your margins to a certain degree. Do you feel that as of next quarter you are going to have to start giving back pricing?

William V. Hickey

Analyst

Carol?

Carol P. Lowe

Analyst

No. So Rosemarie, we actually -- we expect the raw materials on hold to kind of stay flat. We're not expecting to give up much in terms of pricing. There may be some modest offset based on the decline we've seen so far in raw material costs, especially as we have some customers on contract, but not a significant impact.

Operator

Operator

The next question comes from Chris Manuel at Wells Fargo Securities.

Gabe S. Hajde - Wells Fargo Securities, LLC, Research Division

Analyst

This is actually Gabe Hajde on for Chris. You guys have referenced lower equipment sales, I think, once in a press release or the presentation and your remarks. Just talk about the relationship with the consumable, I guess, products for that business. And maybe looking out in 2013, could that have a negative impact on that business?

William V. Hickey

Analyst

Yes. Let me just give you a little background here. Usually, as Jerome very eloquently indicated earlier, so our business is built on the solution where the equipment provides the vehicle for the customers to use our consumables. And that historically, it's about $10 of equipment sales for $100 of consumer sales. So it's a little about 10% of the mix. But it does generate a fair amount of consumer sales. We have looked at equipment placement as an indicator of future consumable sales, but I wouldn't necessarily make any particular conclusion about the comments that we made on the Diversey side. Because equipment placements on protective business are still holding up quite well. And on the food business, they're holding up reasonably well. So I wouldn't necessarily draw a conclusion. But I think it's a good point to keep in mind that positive equipment sales generally drive future consumer sales. And slower equipment sales generally means slower consumer sales growth. But remember the ones that are installed out there become an annuity year-after-year.

Gabe S. Hajde - Wells Fargo Securities, LLC, Research Division

Analyst

That's helpful. And I think there's commentary about $500 million of asset sales or potential asset sales. Can you comment around the portfolio evaluation, whether or not you guys are done or are still looking?

Carol P. Lowe

Analyst

I'll respond to that. Yes, there are additional assets that we're looking at and it's across geographies, across the businesses. So we'll continue to work that through the balance of the year and into 2013. Because our comment on the up to $500 million was over a 12-month period, so we're still looking for opportunities where we have certain either lines of business or product models and things that just don't fit for the long-term strategy.

Jerome A. Peribere

Analyst

Having said that, we just went through the big start.

Carol P. Lowe

Analyst

Right. absolutely.

Operator

Operator

This should come from Phil Gresh. Phil M. Gresh - JP Morgan Chase & Co, Research Division: I guess, the first question is just on the asset sales as a follow-up, and I apologize if someone already asked this, just tell me. But would you say that a sale of the size you just completed was contemplated in the $500 million target that you gave before or was that kind of...

Carol P. Lowe

Analyst

No. Yes, it was.

William V. Hickey

Analyst

It was. Phil M. Gresh - JP Morgan Chase & Co, Research Division: Okay, got it. And then if you've talked about this, the outlook for the food businesses in 2013, how you're thinking about volume trends there given the lower slaughter rate potential?

Jerome A. Peribere

Analyst

Well, when you look at the trends, the fresh red meat market in North America is trending negatively. The Latin America across various type of meat, the fresh meats or the smoke and processed meat, the poultry, all of this is trending positively and also slightly negatively in Europe. Having said that, altogether, we're seeing a slight positive trend, call it 1% or so. That's the way we see it at this point in time.

Operator

Operator

Next question is from Al Kabili at Crédit Suisse. Albert T. Kabili - Crédit Suisse AG, Research Division: Just a question on the free cash flow reduction in the guidance, if you could just address what drove that. And also the working capital seasonally just seems to be performing less -- there was a bigger use of cash seasonally than what we're used to, and if you could address that as well.

Carol P. Lowe

Analyst

Well, in my comments, originally, I talked about the working capital, that the biggest impact was the increase in receivables. And the biggest portion of that $59 million increase as we move forward in the quarter was because of the exchange rate. So a higher exchange rate primarily on our European receivables at the end of September versus the end of June and how they're valued on the balance sheet, that accounted for approximately $30 million of the $59 million increase in receivable. Also, seasonally, we have higher sales within our Diversey institutional and laundry business. And in Q3 versus Q2, that also utilized receivables, extended them because those customers tend to have longer payment terms than the rest of our businesses. So that's the biggest driver on working capital. And I also commented about the cash flow for the quarter, we had a large portion of the interest payment that we anticipate making for the full year, was made in Q3, so more than half of it. So that was a big drain on the cash flow as well. Albert T. Kabili - Crédit Suisse AG, Research Division: And the reduction in the outlook, is that largely working cap and currency or in this divestiture or is there anything else that drives that reduction versus your [indiscernible]

Carol P. Lowe

Analyst

The reduction is that we're not performing quite at the level we had estimated previously. Some of it is currency, actually a big portion of it is, as well as just managing the overall working capital. We do expect a meaningful reduction in inventory in Q4, but we just haven't hit the levels that we were originally planning. Albert T. Kabili - Crédit Suisse AG, Research Division: Okay. All right, that helps. And just a follow-up on just that Diversey sale. How will you handle this from a branding perspective? There's a lot of established brands, but how are you going to handle this globally now that you've got an outside party in Japan with those brands? And can you comment if the portfolio review would include additional pieces of Diversey?

William V. Hickey

Analyst

This is Bill. Let me comment on the branding because I know it was an item that came up during the negotiations. We have entered into a brand license agreement with the buyers for the Japan business, which runs for a number of years, and they will pay us an ongoing royalty. They will be a distributor for our TASKI systems as well as license the Diversey brand, and they will even keep the Diversey name for a period of time. So those matters are all being worked out as part of the sale process. And the second part of your question is, as Carol indicated earlier, the portfolio review covers our entire business, not just Diversey but as legacy Sealed Air. And I really am not in a position to comment what, if any, pieces of what businesses are being discussed until we have an opportunity to say it at the right time.

Operator

Operator

We have another question now from George Staphos at Bank of America.

George L. Staphos - BofA Merrill Lynch, Research Division

Analyst

One more question. Jerome, what are your initial impressions of Sealed Air prior to [indiscernible] and what, if any, experience from your time at Dow with Rohm and Haas is relevant to [indiscernible]

Jerome A. Peribere

Analyst

So you might -- my first impression is that this is a company, which is in transition in 2012, as I said earlier, and it has potential. And that's the main reason. You might wonder why an EVP of Dow would just come and take the lead at Sealed Air. And the reason is exactly that, is that after the due diligence I have done is that I believe that this company has great potential. As a result of that, I jumped. So the similarity between Dow Rohm and Haas or call it Dow Advanced Materials and Sealed Air are many and more than one might think. Number one, any integration is a delicate process. It's a process where on one side, you go for the cost synergies because you have to; and on the other side, you need to look at the growth synergies and you -- and all of this is enabled by employees. So either you go and build a project or you don't. If you build a project, you're going to engage employees. And if you don't, you're going to have them look somewhere else and away from what you're trying to build. That's what I have done for 3 years at Dow Advanced Materials, and that's what I am spending most of my efforts -- not most of my efforts -- but a lot of efforts right now. I want to federate our employee population. We have 26,500 employees. Those are people who look for the projects of Sealed Air. And I'll tell you, I very, very strongly believe that the right people are the ones that the company needs to build a company and build a project. So the other similarity with Dow Advanced Materials is that this is a specialty business. And any specialty business is built stone-by-stone, brick-by-brick and it takes time. So it takes time, it takes efforts, it takes persistence and it takes employee engagements. That's what I'm really looking at and working. So I'm not miracle man. It's going to take time, but I do believe this company has some potential.

William V. Hickey

Analyst

Operator, we kind of run out of our allotted time. And I know today is a busy day for other calls, and we've moved everyone to Friday. So I would like to thank everyone for your participation. I think you see that our third quarter results set the right tone and momentum going into the fourth quarter. Our pending sale of Diversey Japan accelerates our debt reduction and help us to exceed our annual debt targets. Innovation and new solutions continue to be a key factor in our ability to differentiate Sealed Air from our competitors. And we have a number of new products that Jerome indicated we're truly excited about. In the meantime, we're going to continue to focus on executing our plan, integrating Diversey and maximizing free cash flow. Thank you again, and have a great day.

Operator

Operator

Thank you very much. Ladies and gentlemen, that concludes your conference call for today. So you may now disconnect. Thanks for joining. Have a very good day.