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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                        Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): November 14, 2000


                             SEALED AIR CORPORATION
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             (Exact Name of Registrant as Specified in its Charter)


       Delaware                           1-12139                65-0654331
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      (State or Other            (Commission File Number)      (IRS Employer
Jurisdiction of Incorporation)                               Identification No.)

                    Park 80 East
            Saddle Brook, New Jersey                         07663-5291
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     (Address of Principal Executive Offices)                (Zip Code)

                                  201-791-7600
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              (Registrant's telephone number, including area code)


                                 Not Applicable
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         (Former Name or Former Address, If Changed Since Last Report)


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ITEM 9. Regulation FD Disclosure The following is a presentation to be given by executives of Sealed Air Corporation ("Sealed Air" or the "Company"). This represents the Company's present outlook for its business and is, of course, subject to change. See "Forward-Looking Statements" below. Sealed Air A Global Leader in Food, Protective and Specialty Packaging COMPANY OVERVIEW Products Cryovac(R)brand food packaging products Instapak(R), Bubble Wrap(R), Jiffy(TM)and other brands of protective packaging products Business Model Employee ownership Technology Customer focus Global operations Acquisitions Capital efficiency Financials LTM sales through September 30, 2000 - $2.94 billion LTM EBITDA - $690 million Strategic Financial Goals Increasing sales Improving profitability Maintaining strong cash flow Improving ROIC STRONG GLOBAL PRESENCE Over 100 manufacturing facilities Operations in 46 countries Market, sell and service in many more Reach 80% of the world's population More than 15,000 employees worldwide 2

GEOGRAPHIC SALES BREAKDOWN 57% North America 26% Europe 7% Latin America 6% Australia/New Zealand 4% Asia Note: Results for the year ended December 31, 1999 CRYOVAC BRAND FOOD PACKAGING 1999 sales of $1.8 billion - 62% of total Includes shrink bags, multi-layer shrink films, non-shrink films, polyethylene foam, absorbent pads, rigid plastic containers, packaging systems Provide superior package integrity, extended product shelf life, superior gloss and clarity Sold for fresh meat, poultry, cheese, smoked and processed meats, fish, produce and fluid food packaging applications PROTECTIVE PACKAGING 1999 sales of $1.1 billion - 38% of total Includes air cellular cushioning, polyurethane foam, shrink and non-shrink films, protective and durable mailers, suspension and retention packaging, packaging systems Provide superior protection from shock, vibration and abrasion during distribution and storage Sold for packaging a tremendous variety of industrial and consumer goods representing over 400 SIC codes FINANCIAL OVERVIEW See the Sealed Air Corporation Form 10-Q for the quarter ended September 30, 2000. Gross Margins have been relatively stable since the third quarter of 1996. MANAGERS INVEST LIKE OWNERS - BECAUSE THEY ARE Management shares ownership with the investment community Global management team and virtually all U.S. employees are owners Entrepreneurial culture Find innovative ways to capture value and reduce risk Spend money as if it were our own Driven to perform Vigorous, fair competition Ethics beyond reproach TECHNOLOGY DRIVES GROWTH AND PROFITABILITY Invest approximately 2% of sales in R&D 3

Delivers differentiated products, measurable benefits Guarantees market leadership Generates high margins Promotes development of: New technologies New products Extends product lines to address new applications Includes food and packaging science and equipment systems technology in addition to polymer science, extrusion, chemical blends, printing INTENSE CUSTOMER FOCUS DELIVERS GROWTH, MARGINS, CASH FLOW Over 1,300 sales and technical support people Over 30 package design and applications labs Significant resources focused on sales, service and customer support Entire organization focused on customer needs Consultative sales approach Understand the customer's business Apply packaging solutions creatively Sell the value of Sealed Air products "in-use" GLOBAL APPROACH LEVERAGES INVESTMENTS Offer products and technologies in many geographic markets Provides access to greater growth potential Provides better service for customers that operate in multiple regions Creates a stronger competitive position ACQUISITIONS COMPLEMENT INTERNAL GROWTH Provide an additional source of: New products New technology Accelerate geographic expansion Leverage distribution channels Act as a catalyst for internal growth CAPITAL EFFICIENCY LEVERAGES GROWTH FOR ATTRACTIVE RETURNS Capital decision making process Rigorous evaluation of investment opportunities Use of a variety of investment methods Phased projects Used equipment Expense orientation 4

World Class Manufacturing (WCM) Reduced cycle time Lower inventories Improved customer responsiveness Improved yields Higher quality BUSINESS GOALS - STRATEGIC, FIVE YEARS Sales growth Goal: mid to high-single digit With acquisitions: double digit Gross margin profitability Goal: 35-37% of net sales Continuous improvement through WCM Commodity resin price volatility - relatively modest effect Operating Expenses Goal: 18% of net sales Expense control Organization and cost position from which to grow EBITDA Goal: 22-24% of net sales Free Cash Goal: 7-10% of net sales Invest when possible, otherwise - return to shareholders ROIC Continuous improvement from incremental investments and leveraging goodwill Goal: generally 20%+ Forward-Looking Statements Certain statements made by the Company in this Form 8-K and in future oral and written statements by management of the Company may be forward-looking. These statements include comments as to the Company's beliefs and expectations as to future events and trends affecting the Company's business, its results of operations and its financial condition, as well as goals. These forward-looking statements are based upon management's current expectations concerning future events and discuss, among other things, anticipated future performance and future business plans. Forward-looking statements are identified by such words and phrases as "expects," "intends," "believes," "will continue," "plans to," "could be," "goals" and similar expressions. Forward-looking statements are necessarily subject to uncertainties, many of which are outside the control of the Company, that could cause actual results to differ materially from such statements. 5

While the Company is not aware that any of the factors listed below will adversely affect the future performance of the Company, the Company recognizes that it is subject to a number of uncertainties, such as economic, business and market conditions in the geographic areas in which it conducts business, changes in the value of the euro and other foreign currencies against the U.S. dollar, the success of certain information systems projects, factors affecting the customers, industries and markets that use the Company's packaging materials and systems, the development and success of new products, the Company's success in entering new markets and acquiring and integrating new businesses, the timing of capital expenditures, competitive factors, raw material availability and pricing, changes in the Company's relationship with customers and suppliers, litigation and claims (including environmental matters) involving the Company, changes in domestic or foreign laws or regulations, or difficulties relating to the euro conversion. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SEALED AIR CORPORATION By: /s/ William V. Hickey ----------------------------- Name: William V. Hickey Title: President and Chief Executive Officer Dated: November 14, 2000