UNITED STATES
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): October 26, 2011

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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

200 Riverfront Boulevard Elmwood Park, New Jersey (Address of Principal Executive Offices)		07407 (Zip Code)

Registrant’s telephone number, including area code: 201-791-7600

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02		Results of Operations and Financial Condition.

     On October 26, 2011, Sealed Air Corporation (“we” or “our”) issued a press release announcing our financial results for the quarter ended September 30, 2011. We have attached the press release as Exhibit 99.1 of this Form 8-K, which is incorporated herein by reference.

     The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number				Description
	99.1			Press Release of Sealed Air Corporation dated October 26, 2011

SIGNATURE

     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.

Dated: October 26, 2011

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release of Sealed Air Corporation dated October 26, 2011

Exhibit 99.1

				Sealed Air Corporation 200 Riverfront Boulevard Elmwood Park, NJ 07407
for release: October 26, 2011				Contact: Amanda Butler 201-791-7600

SEALED AIR REPORTS THIRD QUARTER 2011 RESULTS
Net Sales Increase 10%, or 4% on a Constant Dollar Basis

Third Quarter Highlights

•		3Q constant dollar sales increased 4% in U.S. and Europe, 7% in developing regions vs. 2010
•		3Q volumes increased 1%, led by 9% in Asia-Pacific, 3% in Protective Packaging vs. 2010
•		3Q price/mix increased 3%, led by 5% in U.S., 4% in Food segments vs. 2010
•		3Q net earnings of $74 million and Adjusted EBITDA of $196 million
•		Free cash flow generation of $187 million for the first nine months of 2011
•		Full year 2011 Adjusted EPS guidance revised to $1.70 to $1.75 from $1.75 to $1.85 due to slowing economy
•		Diversey 3Q financial highlights included as a supplement

     ELMWOOD PARK, N.J., Wednesday, October 26, 2011 – For the third quarter 2011, Sealed Air Corporation (NYSE:SEE) reported diluted net earnings per common share (EPS) of $0.41, including $0.07 of acquisition items related to the Diversey Holdings, Inc. (“Diversey”) acquisition, compared with $0.43 in 2010. Adjusted EPS increased 12% to $0.48, compared with $0.43 in 2010. (See attached supplements for non-U.S. GAAP reconciliations and information.)

     Net sales increased 10% to $1.25 billion, while gross profit was $336 million, or 26.9% of net sales, compared with $321 million, or 28.4% in 2010. Operating profit was $130 million, or 10.4% of net sales, which includes $24 million of acquisition- and integration-related expenses and lower variable incentive compensation expenses. This compares with $147 million, or 13.0%, in 2010. Excluding the acquisition- and integration-related expenses, adjusted operating profit was $154 million, or 12.3% of net sales, compared with 13.1% in 2010. Adjusted EBITDA was $196 million, compared with $192 million in 2010.

     Commenting on the quarter and our operating performance, William V. Hickey, President and Chief Executive Officer, stated:

     “Our third quarter results demonstrate our balanced approach in managing our core business in an unsteady economic environment by remaining focused on our strategic growth programs, developing region expansion, margin performance and cash flow, while successfully completing the final stages of our Diversey acquisition and progressing with our integration planning. We achieved a constant dollar sales growth rate of over 3% in all regions with most reporting a pick-up in customer demand in September. Although this average rate of growth is slower than in the first half of the year, we are pleased with our ability to strategically manage volume and price for long-term sustainable growth.

     Our teams did a solid job recovering raw material costs through our prior pricing actions, which brought us within approximately $3 million of price/cost parity with resin costs for the third quarter. As a result, adjusted operating profit margins increased sequentially and I am pleased that we were able to hold them relatively steady on a year-over-year basis. We achieved this result as volume growth slowed and raw material costs declined sequentially, late in the quarter.

     On October 3^rd, we successfully completed the acquisition of Diversey, which positions Sealed Air as the new leader in food safety and security, facility hygiene and product protection. The integration process remains on track, and we have identified incremental cost synergies in areas such as logistics and procurement. We expect these synergies will drive enhanced benefits in 2012 and beyond.”

Third Quarter Segment Review

     The following year-over-year net sales discussions exclude the impact of currency translation, which we define as “constant dollar,” a non-U.S. GAAP measure. The balance of the discussion is presented on a U.S. GAAP basis. See “Components of Change in Net Sales – Business Segments and Other,” attached, for further details.

Food Packaging Segment

     Sales increased 10%, or 4% on a constant dollar basis, from 4% higher price/mix. Price/mix results primarily reflect a 6% increase in the U.S. from prior pricing actions to recover higher raw material costs, as well as contract price adjustments. Global volumes remained steady versus the prior year as a 3% increase in Europe and a 4% increase in Asia-Pacific were primarily offset by lower volumes in Canada, continuing from the second quarter. Operating profit increased 7% to $75 million, or 14.2% of net sales, compared with 14.5% in 2010.

Food Solutions Segment

     Sales increased 11%, or 3% on a constant dollar basis, with 4% higher price/mix driven primarily by a 6% increase in North America and a 3% increase in Europe. These increases reflect the benefits of prior pricing actions and favorable formula price adjustments on certain products. Volumes decreased 1%, as a 6% decline in the U.S. due to a previously noted change in our case ready format by a major retailer in mid-to-late 2010 was only partially offset by a 2% increase in volumes in our international regions. Operating profit increased 7% to $29 million, or 11.1% of net sales, compared with 11.4% in 2010.

Protective Packaging Segment

     Sales increased 11%, or 5% on a constant dollar basis, with 3% higher volumes led by a 3% increase in North America and a 13% increase in Asia. Price/mix increased 3% reflecting the benefits of prior pricing actions across most regions and favorable mix within our product portfolio. Operating profit increased 4% to $49 million, or 13.4% of net sales, compared with 14.3% in 2010.

Other Category

     Sales increased 14%, or 7% on a constant dollar basis, with 6% higher volumes. This increase largely reflected a favorable year-over-year comparison in our Medical Applications business in Asia. Comparable period 2010 sales were limited ahead of a formulation license approval late in the third quarter of 2010. Price/mix was higher by 1%, primarily reflecting prior pricing actions in North America and Europe in our Specialty Materials business. Operating profit was $0.5 million compared with $2.7 million due to higher raw material and freight costs.

2011 Outlook

     Commenting on our outlook, Mr. Hickey stated:

     “For the fourth quarter, we expect continued year-over-year growth in our food and protective segments although at a slower pace than previously anticipated. We also expect our Diversey segment to show modest constant dollar sales improvement compared with the prior year. We continue to anticipate ongoing benefits from our prior pricing actions that will further improve profit margins in the quarter as raw material prices are expected to decline sequentially. Through careful management of expenses and ongoing productivity and working capital improvements, we expect solid free cash flow generation through year end, further reinforcing our ample liquidity position. We remain committed to rapidly reducing debt levels and expect to allocate substantially all remaining free cash flow to prepay our debt while maintaining our dividend, which will improve our earnings performance over time. When we achieve a net debt level below our target of $4.5 billion, we anticipate returning a portion of free cash flow to shareholders in the form of a higher dividend or through share repurchases.

     Looking further ahead, we expect to benefit from expanded solutions offerings, similar to our recently introduced VSS Vision Safety Solutions^™, the first joint offering from the combined company, and from Diversey’s alliance with GE Water and Process Technologies, which enables Diversey to offer its global food and beverage customers GE’s leading portfolio of water management solutions. Additionally, our expanded R&D organization has already generated over 10 development concepts, which apply proprietary technologies across the product portfolios to further enhance performance and differentiation in our core markets. As some of these concepts require limited development time, they may be introduced as early as the first half of 2012.”

     Mr. Hickey continued, “We are fully engaged in the integration of Diversey and, starting in the fourth quarter, will execute our plan to achieve a minimum annual run-rate of $50 million of cost synergies by 2013, with $30 million expected by the end of 2012. These synergies are expected to be primarily in SG&A, and we anticipate recording charges in the fourth quarter of 2011 and continuing through the first quarter of 2012. We will exclude these charges when reporting our adjusted EBITDA and earnings per share results.”

Full Year 2011 Earnings Guidance (excludes Diversey) and Fourth Quarter Discussion

     We have updated our 2011 full year EPS guidance range to reflect the slowing pace of economic growth seen mid-third quarter and expected through year end. Our 2011 EPS guidance range is now expected to be in the range of $1.70 to $1.75, which compares with our previous guidance range of $1.75 to $1.85.

     Our full year EPS guidance excludes:

•		Diversey’s financial results for the fourth quarter of 2011, acquisition-related advisory, consulting, legal and appraisal fees, integration costs, financing fees and interest expense on the debt issued to finance the Diversey acquisition and to repay Diversey’s debt, and the issuance of 31.7 million shares of our common stock as part of the total consideration for the transaction;
•		The payment of the W. R. Grace settlement, as the timing of the settlement is unknown. Final payment of the W. R. Grace settlement is expected to be accretive to EPS by approximately $0.13 annually (using estimated 2012 diluted weighted average shares of approximately 210 million) following the payment date under the assumption of using a substantial portion of cash on hand for the payment and ceasing to accrue interest on the settlement amount; and

•

Any non-operating gains or losses that may be recognized in 2011 due to currency fluctuations in Venezuela.

     As we are still in the process of completing our evaluation of the purchase accounting adjustments resulting from the acquisition method of accounting for the Diversey acquisition, we have provided the following fourth quarter information to aid in the evaluation of the combined company’s operational results for full year 2011. This information includes the expected performance of the Diversey reportable segment for the fourth quarter and is preliminary and subject to change.

•		Fourth quarter net sales in the range of $2.11 to $2.18 billion;
•		Fourth quarter adjusted EBITDA in the range of $335 to $345 million; and
•		Fourth quarter capital expenditures in the range of $45 to $55 million.

Updated Pro Forma Items and 2012 Guidance

     We expect to file a Form 8-K in mid-December 2011, which will provide historical financial information of Sealed Air and Diversey for full year 2010 and the nine months ended September 30, 2011 after giving effect to the acquisition by Sealed Air. This financial information will use the acquisition method of accounting and will apply pro forma assumptions and adjustments.

     Additionally, we expect to provide full year 2012 guidance in our fourth quarter 2011 earnings release and will emphasize Adjusted EBITDA and free cash flow guidance ranges. At that time, we also expect to identify non-cash EPS components to aid in the assessment of our operating performance and in any peer comparisons.

Web Site and Conference Call Information

     William V. Hickey, our CEO, and Tod S. Christie, our Treasurer and Interim CFO, will conduct an investor conference call today at 11:00 a.m. (ET) to discuss our earnings results. The conference call will be webcast live on our Investor Relations home page at http://ir.sealedair.com. Listeners should go to the web site prior to the call to register and to download and install any necessary audio software. A replay of the webcast will also be available on the Company’s web site.

     Investors who cannot access the webcast may listen to the conference call live via telephone by dialing (888) 680-0890 (domestic) or (617) 213-4857 (international) and use the participant code 89604864. To avoid registration wait times, teleconference participants may pre-register on our Investor Relations home page at http://ir.sealedair.com for a personalized PIN number for access to the conference call. Telephonic replay will be available starting at 2:00 p.m. (ET) on Wednesday, October 26, 2011 and end on Wednesday, November 16, 2011 at 11:59 p.m. (ET). To listen to the replay, please dial (888) 286-8010 (domestic) or (617) 801-6888 (international) and use the confirmation code 37139068.

Business

     Sealed Air is the new global leader in food safety and security, facility hygiene and product protection. With widely recognized and inventive brands such as Bubble Wrap^® brand cushioning, Cryovac^® brand food packaging solutions and Diversey^® brand cleaning and hygiene

solutions, Sealed Air offers efficient and sustainable solutions that create business value for customers, enhance the quality of life for consumers and provide a cleaner and healthier environment for future generations. On a pro forma basis, Sealed Air generated revenue of $7.6 billion in 2010 and has approximately 26,000 employees who serve customers in 175 countries. To learn more, visit www.sealedair.com.

Non-U.S. GAAP Information

     In this press release and supplement, we have included several non-U.S. GAAP financial measures, including adjusted gross profit, adjusted operating profit, adjusted EPS, adjusted 2011 EPS guidance, net sales on a “constant dollar” basis, adjusted net earnings, free cash flow and EBIT, EBITDA, Adjusted EBITDA and Credit Agreement EBITDA (as defined in Diversey’s public filings). We present results and guidance, adjusted to eliminate the effects of specified items that would otherwise be included under U.S. GAAP, to aid in comparisons with other periods or prior guidance. We may use adjusted gross profit, adjusted operating profit, adjusted EPS, net sales on a constant dollar basis, adjusted net earnings, and EBIT, EBITDA, and Adjusted EBITDA measures to determine performance-based compensation. Our management uses financial measures excluding the effects of currency translation in evaluating operating performance. Management believes that this information may be useful to investors. For important information on our use of non-U.S. GAAP financial measures, see the attached supplementary information entitled “Reconciliation of U.S. GAAP Diluted Net Earnings per Common Share to Non-U.S. GAAP Adjusted Diluted Net Earnings per Common Share,” “Reconciliation of U.S. GAAP Gross Profit and Operating Profit to Non-U.S. GAAP Adjusted Gross Profit and Operating Profit,” “Non-U.S. GAAP Free Cash Flow,” “Reconciliation of Net Earnings Available to Common Stockholders to Non-U.S. GAAP EBIT, EBITDA and Adjusted EBITDA” and “Components of Change in Net Sales – Business Segments and Other,” and “Percentage Changes in Net Sales by Geographic Region.”

Forward-Looking Statements

     This press release and supplement contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans to,” “will” and similar expressions. Examples of these forward-looking statements include projections regarding our 2011 earnings guidance and other projections relating to our financial performance such as those in the “2011 Outlook and Earnings Guidance” section, where we discuss our expectations for 2011, including our expected 2011 EPS performance. These statements reflect our beliefs and expectations as to future events and trends affecting our business, our consolidated financial position and our results of operations. A variety of factors may cause actual results to differ materially from these expectations, including general economic conditions affecting packaging utilization; changes in our raw material and energy costs; our sales terms; currency translation and devaluation effects; and regulatory and legal matters. For more extensive information, see “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements,” which appear in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and as revised and updated by our quarterly reports on Form 10-Q and current reports on Form 8-K.

     In addition, the statements in this press release and supplement represent our expectations and beliefs as of this date. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, whether as a result of new information, future events, or otherwise.

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per common share data)

		Three Months Ended												Nine Months Ended
		September 30,								%				September 30,								%
		2011				2010				Change				2011				2010				Change
Net sales:
Food Packaging		$	529.8			$	483.4				10	%		$	1,506.6			$	1,390.0				8	%
Food Solutions			265.5				240.4				10				756.2				687.7				10
Protective Packaging			361.2				327.0				10				1,049.8				954.4				10
Other			90.6				79.2				14				275.6				248.8				11
Total net sales			1,247.1				1,130.0				10				3,588.2				3,280.9				9
Cost of sales			911.4				809.5				13				2,619.2				2,359.9				11
Gross profit			335.7				320.5				5				969.0				921.0				5
As a % of total net sales			26.9	%			28.4	%							27.0	%			28.1	%
Marketing, administrative and development expenses			181.9				173.3				5				556.5				520.4				7
As a % of total net sales			14.6	%			15.3	%							15.5	%			15.9	%
Costs related to the acquisition of Diversey(1)			24.1				—				#				30.7				—				#
Restructuring and other (credits) charges			(0.2	)			0.1				#				(0.2	)			0.4				#
Operating profit			129.9				147.1				(12	)			382.0				400.2				(5	)
As a % of total net sales			10.4	%			13.0	%							10.6	%			12.2	%
Interest expense			(36.6	)			(40.7	)			(10	)			(110.5	)			(122.4	)			(10	)
Gain on sale of available-for-sale securities, net of impairment(2)			—				2.0				#				—				2.4				#
Foreign currency exchange (losses) gains related to Venezuelan subsidiary(3)			—				(1.3	)			#				(0.2	)			6.5				#
Other income (expense), net(4)			6.8				(1.6	)			#				0.9				(2.5	)			#
Earnings before income tax provision			100.1				105.5				(5	)			272.2				284.2				(4	)
Income tax provision			26.4				29.0				(9	)			73.8				79.6				(7	)
Net earnings available to common stockholders		$	73.7			$	76.5				(4	)		$	198.4			$	204.6				(3	)
As a % of total net sales			5.9	%			6.8	%							5.5	%			6.2	%
Net earnings per common share:(5)
Basic		$	0.46			$	0.48				(4	)		$	1.24			$	1.29				(4	)
Diluted		$	0.41			$	0.43				(5	)		$	1.11			$	1.15				(3	)
Dividends per common share		$	0.13			$	0.13				—	%		$	0.39			$	0.37				5	%
Weighted average number of common shares outstanding:(5)
Basic			159.3				158.3								159.1				158.2
Diluted			177.9				176.7								177.5				176.4

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
CALCULATION OF NET EARNINGS PER COMMON SHARE
(Unaudited)
(In millions, except per common share data)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
Basic Net Earnings Per Common Share:
Numerator
Net earnings available to common stockholders		$	73.7			$	76.5			$	198.4			$	204.6
Distributed and allocated undistributed net earnings to non-vested restricted stockholders			(0.4	)			(0.4	)			(1.2	)			(1.3	)
Distributed and allocated undistributed net earnings to common stockholders			73.3				76.1				197.2				203.3
Distributed net earnings-dividends paid to common stockholders			(20.7	)			(20.6	)			(62.1	)			(58.6	)
Allocation of undistributed net earnings to common stockholders		$	52.6			$	55.5			$	135.1			$	144.7
Denominator
Weighted average number of common shares outstanding-basic			159.3				158.3				159.1				158.2
Basic net earnings per common share:
Distributed net earnings to common stockholders		$	0.13			$	0.13			$	0.39			$	0.37
Allocated undistributed net earnings to common stockholders			0.33				0.35				0.85				0.92
Basic net earnings per common share		$	0.46			$	0.48			$	1.24			$	1.29
Diluted Net Earnings Per Common Share:
Numerator
Distributed and allocated undistributed net earnings to common stockholders		$	73.3			$	76.1			$	197.2			$	203.3
Add: Allocated undistributed net earnings to non-vested restricted stockholders			0.4				0.4				0.9				1.0
Less: Undistributed net earnings reallocated to non-vested restricted stockholders			(0.3	)			(0.3	)			(0.8	)			(0.9	)
Net earnings available to common stockholders-diluted		$	73.4			$	76.2			$	197.3			$	203.4
Denominator(1)
Weighted average number of common shares outstanding-basic			159.3				158.3				159.1				158.2
Effect of assumed issuance of Settlement agreement shares			18.0				18.0				18.0				18.0
Effect of non-vested restricted stock and restricted stock units			0.6				0.4				0.4				0.2
Weighted average number of common shares outstanding-diluted			177.9				176.7				177.5				176.4
Diluted net earnings per common share		$	0.41			$	0.43			$	1.11			$	1.15
Adjusted diluted net earnings per common share(2)		$	0.48			$	0.43			$	1.21			$	1.13

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
RECONCILIATION OF U.S. GAAP DILUTED NET EARNINGS PER COMMON SHARE TO
NON-U.S. GAAP ADJUSTED DILUTED NET EARNINGS PER COMMON SHARE(1)
(Unaudited)
(In millions, except per common share data)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
U.S. GAAP diluted net earnings per common share as reported		$	0.41			$	0.43			$	1.11			$	1.15
Add: Transaction and integration costs related to the acquisition of Diversey of $16.3, net of taxes of $7.8 for the three months ended September 30, 2011 and $22.1, net of taxes of $8.6 for the nine months ended 2011(2)			0.09				—				0.12				—
Less: Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey of $3.9, net of taxes of $2.4 in 2011(3)			(0.02	)			—				(0.02	)			—
Add: Global manufacturing strategy and restructuring and other charges of $2.6, net of taxes of $1.1 in 2010(4)			—				—				—				0.01
Less: Gain on sale of available-for-sale securities, net of impairment, of $1.2, net of taxes of $0.8 for the three months ended September 30, 2010, $1.5, net of taxes of $0.9 for the nine months ended September 30, 2010(5)			—				(0.01	)			—				(0.01	)
Add / (less): Foreign currency exchange losses (gains) related to Venezuelan subsidiary of $0.9, net of taxes of $(0.4) for the three months ended September 30, 2010 and $(4.3), net of taxes of $2.2 for the nine months ended September 30, 2010 (6)			—				0.01				—				(0.02	)
Non-U.S. GAAP adjusted diluted net earnings per common share		$	0.48			$	0.43			$	1.21			$	1.13

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
RECONCILIATION OF U.S. GAAP GROSS PROFIT AND OPERATING PROFIT TO
NON-U.S. GAAP ADJUSTED GROSS PROFIT AND OPERATING PROFIT⁽¹⁾
(Unaudited)
(In millions)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
U.S. GAAP gross profit as reported		$	335.7			$	320.5			$	969.0			$	921.0
As a % of total net sales			26.9	%			28.4	%			27.0	%			28.1	%
Add: Global manufacturing strategy charges			—				0.4				—				3.2
Add: European manufacturing facility closure charges(2)			0.3				0.3				0.5				0.3
Non-U.S. GAAP adjusted gross profit		$	336.0			$	321.2			$	969.5			$	924.5
As a % of total net sales			26.9	%			28.4	%			27.0	%			28.2	%
U.S. GAAP operating profit as reported		$	129.9			$	147.1			$	382.0			$	400.2
As a % of total net sales			10.4	%			13.0	%			10.6	%			12.2	%
Add: Costs related to the acquisition of Diversey(3)			24.1				—				30.7				—
Add: Global manufacturing strategy restructuring and other charges			—				0.6				—				3.7
Add: European manufacturing facility closure charges(2)			—				0.3				0.2				0.3
Non-U.S. GAAP adjusted operating profit		$	154.0			$	148.0			$	412.9			$	404.2
As a % of total net sales			12.3	%			13.1	%			11.5	%			12.3	%

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
BUSINESS SEGMENT INFORMATION AND CAPITAL EXPENDITURES(1)
(Unaudited)
(In millions)

BUSINESS SEGMENT INFORMATION:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
Operating profit:
Food Packaging		$	75.4			$	70.3			$	200.3			$	184.3
As a % of Food Packaging net sales			14.2	%			14.5	%			13.3	%			13.3	%
Food Solutions			29.4				27.5				74.0				71.5
As a % of Food Solutions net sales			11.1	%			11.4	%			9.8	%			10.4	%
Protective Packaging			48.5				46.7				134.8				131.5
As a % of Protective Packaging net sales			13.4	%			14.3	%			12.8	%			13.8	%
Other			0.5				2.7				3.4				13.3
As a % of Other net sales			0.6	%			3.4	%			1.2	%			5.3	%
Total segments and other			153.8				147.2				412.5				400.6
As a % of total net sales			12.3	%			13.0	%			11.5	%			12.2	%
Costs related to the acquisition of Diversey(2)			24.1				—				30.7				—
Restructuring and other (credits) charges(3)			(0.2	)			0.1				(0.2	)			0.4
Total		$	129.9			$	147.1			$	382.0			$	400.2
As a % of total net sales			10.4	%			13.0	%			10.6	%			12.2	%
Depreciation and amortization:
Food Packaging		$	17.0			$	17.2			$	50.2			$	53.2
Food Solutions			8.2				7.4				23.9				22.6
Protective Packaging			6.4				7.6				19.8				23.0
Other			5.1				5.2				15.7				15.2
Total		$	36.7			$	37.4			$	109.6			$	114.0

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
CAPITAL EXPENDITURES		$	31.6			$	20.1			$	78.1			$	60.7

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)

		Sept. 30				June 30,				March 31,				Dec. 31,				Sept. 30,
		2011(1)				2011				2011				2010				2010
Assets
Current assets:
Cash and cash equivalents		$	800.3			$	705.0			$	696.0			$	675.6			$	761.8
Receivables, net			717.1				731.5				696.1				697.1				691.9
Inventories			575.9				601.8				559.0				495.8				539.1
Other current assets			197.3				169.5				171.0				171.5				226.8
Total current assets			2,290.6				2,207.8				2,122.1				2,040.0				2,219.6
Property and equipment, net			915.2				957.0				958.3				948.3				965.3
Goodwill			1,947.6				1,954.2				1,952.1				1,945.9				1,947.8
Other assets, net			464.9				468.3				457.8				465.2				438.9
Total assets		$	5,618.3			$	5,587.3			$	5,490.3			$	5,399.4			$	5,571.6
Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings		$	22.3			$	9.8			$	9.1			$	23.5			$	19.7
Current portion of long-term debt			1.8				1.9				4.9				6.5				8.6
Accounts payable			279.2				263.6				265.5				232.0				238.2
Settlement agreement and related accrued interest			820.3				809.5				798.7				787.9				777.6
Other current liabilities			412.2				374.5				362.8				397.8				401.0
Total current liabilities			1,535.8				1,459.3				1,441.0				1,447.7				1,445.1
Long-term debt, less current portion			1,403.6				1,401.9				1,398.8				1,399.2				1,559.6
Other liabilities			145.8				153.4				154.9				150.9				168.3
Total liabilities			3,085.2				3,014.6				2,994.7				2,997.8				3,173.0
Total parent company stockholders’ equity			2,538.1				2,576.9				2,499.2				2,404.6				2,399.5
Noncontrolling interests			(5.0	)			(4.2	)			(3.6	)			(3.0	)			(0.9	)
Total stockholders’ equity			2,533.1				2,572.7				2,495.6				2,401.6				2,398.6
Total liabilities and stockholders’ equity		$	5,618.3			$	5,587.3			$	5,490.3			$	5,399.4			$	5,571.6

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
NON-U.S. GAAP FREE CASH FLOW⁽¹⁾
(Unaudited)
(In millions)

		Nine Months Ended
		September 30,
		2011				2010
U.S. GAAP net earnings available to common stockholders as reported		$	198.4			$	204.6
Add: Costs related to the acquisition of Diversey, net of taxes of $8.6 in 2011			22.1				—
Less: Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey, net of taxes of $2.4 in 2011			(3.9	)			—
Add: European manufacturing facility closure charges, net of taxes of $0.1 in 2011 and 2010			0.1				0.2
Add: Global manufacturing strategy and restructuring and other charges, net of taxes of $1.1 in 2010			—				2.6
Add / (less): Foreign currency exchange losses (gains) related to Venezuelan subsidiary, net of taxes of $(0.1) for the nine months ended September 30, 2011 and net of taxes of $2.2 for the nine months ended September 30, 2010			0.1				(4.3	)
Less: Gain on sale of available-for-sale securities, net of impairment, net of taxes of $0.9			—				(1.5	)
Non-U.S. GAAP adjusted net earnings available to common stockholders		$	216.8			$	201.6
Add: Depreciation and amortization			109.6				114.0
Add: Share-based incentive compensation expense			17.7				22.0
Less: Capital expenditures			(78.1	)			(60.7	)
Changes in working capital items:(2)
Receivables, net			(20.0	)			(25.2	)
Inventories			(80.1	)			(69.7	)
Accounts payable, excluding accrued costs related to the acquisition of Diversey of $26.1 million in 2011			21.1				24.0
Non-U.S. GAAP Free Cash Flow		$	187.0			$	206.0

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
RECONCILIATION OF NET EARNINGS AVAILABLE TO COMMON STOCKHOLDERS TO
NON-U.S. GAAP EBIT, EBITDA AND ADJUSTED EBITDA(1)
(Unaudited)
(In millions)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2011				2010				2011				2010
U.S. GAAP net earnings available to common stockholders as reported		$	73.7			$	76.5			$	198.4			$	204.6
Add: Interest expense			36.6				40.7				110.5				122.4
Add: Income tax provision			26.4				29.0				73.8				79.6
Non-U.S. GAAP EBIT			136.7				146.2				382.7				406.6
Add: Depreciation and amortization			36.7				37.4				109.6				114.0
Non-U.S. GAAP EBITDA			173.4				183.6				492.3				520.6
Add: Share-based incentive compensation expense			4.5				8.5				17.7				22.0
Add: Costs related to the acquisition of Diversey			24.1				—				30.7				—
Less: Gains from foreign currency forward contracts related to the closing of the acquisition of Diversey			(6.3	)			—				(6.3	)			—
Add: Global manufacturing strategy and restructuring and other charges			—				0.6				—				3.7
Add / (less): Foreign currency exchange losses (gains) related to Venezuelan subsidiary			—				1.3				0.2				(6.5	)
Less: Gain on sale of available-for-sale securities, net of impairment			—				(2.0	)			—				(2.4	)
Add: European manufacturing facility closure charges			—				0.3				0.2				0.3
Add: Settlement agreement related costs			0.2				—				0.8				0.6
Non-U.S. GAAP adjusted EBITDA		$	195.9			$	192.3			$	535.6			$	538.3
Total net sales		$	1,247.1			$	1,130.0			$	3,588.2			$	3,280.9
Non-U.S. GAAP adjusted EBITDA as a percentage of total net sales			15.7	%			17.0	%			14.9	%			16.4	%

SEALED AIR CORPORATION
SUPPLEMENTARY INFORMATION
COMPONENTS OF CHANGE IN NET SALES — BUSINESS SEGMENTS AND OTHER⁽¹⁾
(Unaudited)
(In millions)

		Three Months Ended September 30, 2011
		Food								Food								Protective																Total
		Packaging								Solutions								Packaging								Other								Company
Volume - Units		$	—				—	%		$	(3.4	)			(1.4	)%		$	8.7				2.7	%		$	4.9				6.1	%		$	10.2				0.9	%
Volume - Acquired businesses, net of (dispositions)			—				—				—				—				0.4				0.1				—				—				0.4				—
Product price/mix (2)			17.3				3.6				9.3				3.9				8.0				2.5				0.8				1.0				35.4				3.1
Foreign currency translation			29.1				6.0				19.2				8.0				17.1				5.2				5.7				7.2				71.1				6.3
Total change (U.S. GAAP)		$	46.4				9.6	%		$	25.1				10.5	%		$	34.2				10.5	%		$	11.4				14.3	%		$	117.1				10.3	%
Impact of foreign currency translation			(29.1	)			(6.0	)			(19.2	)			(8.0	)			(17.1	)			(5.2	)			(5.7	)			(7.2	)			(71.1	)			(6.3	)
Total constant dollar change (Non-U.S. GAAP)		$	17.3				3.6	%		$	5.9				2.5	%		$	17.1				5.3	%		$	5.7				7.1	%		$	46.0				4.0	%

		Nine Months Ended September 30, 2011
		Food								Food								Protective																Total
		Packaging								Solutions								Packaging								Other								Company
Volume - Units		$	13.0				0.9	%		$	1.9				0.3	%		$	43.5				4.6	%		$	12.9				5.2	%		$	71.3				2.2	%
Volume - Acquired businesses, net of (dispositions)			—				—				—				—				1.0				0.1				—				—				1.0				—
Product price/mix (2)			41.0				3.0				25.3				3.7				14.3				1.5				2.7				1.1				83.3				2.5
Foreign currency translation			62.6				4.5				41.3				6.0				36.6				3.8				11.2				4.5				151.7				4.6
Total change (U.S. GAAP)		$	116.6				8.4	%		$	68.5				10.0	%		$	95.4				10.0	%		$	26.8				10.8	%		$	307.3				9.3	%
Impact of foreign currency translation			(62.6	)			(4.5	)			(41.3	)			(6.0	)			(36.6	)			(3.8	)			(11.2	)			(4.5	)			(151.7	)			(4.6	)
Total constant dollar change (Non-U.S. GAAP)		$	54.0				3.9	%		$	27.2				4.0	%		$	58.8				6.2	%		$	15.6				6.3	%		$	155.6				4.7	%