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 27, 2010

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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 27, 2010, Sealed Air Corporation (“we” or “our”) issued a press release announcing our financial results for the quarter ended September 30, 2010.  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 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

Cautionary Notice Regarding Forward-Looking Statements

Some of the statements made by us in, or incorporated by reference in, this Current Report on Form 8-K are forward-looking, such as those in the press release in the Other Matters section, where we discuss currency fluctuations and outline the benefits that we expect from our Global Manufacturing Strategy, and in the 2010 Outlook and Earnings Guidance section, where we discuss our expected 2010 EPS performance.  These statements include comments as to future events and trends affecting our business, which are based upon our management’s current expectations and are necessarily subject to risks and uncertainties, many of which are outside of our control.  Forward-looking statements can be identified by such words as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “should,” “will” and similar expressions.  The following are important factors that we believe could cause our actual results to differ materially from those in our forward-looking statements:  general economic conditions, particularly as they affect packaging utilization; changes in raw material and energy costs and sales terms; currency translation and devaluation effects, including in Venezuela; the success of our growth, profitability and manufacturing strategies and our cost reduction and productivity programs; the effects of animal and food-related health issues; tax rates; and regulatory and legal matters.  You can find a more extensive list and description of these and other such factors under the headings “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 may be revised and updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Non-U.S. GAAP Information

In the exhibit to this Current Report on Form 8-K, we have included several non-U.S. GAAP financial measures, including adjusted EPS, adjusted 2010 EPS guidance, net sales on a “constant dollar” basis, adjusted net earnings, free cash flow and EBIT, EBITDA and Adjusted EBITDA.  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 EPS, net sales on a constant dollar basis, adjusted net earnings, measures of cash flow and EBITDA figures to determine performance-based compensation.  Our management uses financial measures excluding the effects of foreign currency translation in evaluating operating performance.  Thus, 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 supplementary information included in the exhibit entitled “Reconciliation of U.S. GAAP Diluted Net Earnings per Common Share to Non-U.S. GAAP Adjusted Diluted Net Earnings per Common Share,” “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,” “Components of Change in Net Sales — Business Segments and Other” and “Percentage Changes in Net Sales by Geographic Region.”

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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.

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EXHIBIT INDEX

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Exhibit 99.1

SEALED AIR’S THIRD QUARTER EPS INCREASES 26% TO $0.43

Adjusted EPS Increases 13% to $0.43

Third Quarter vs. Prior Year Highlights

·                  Protective Packaging volumes increased 9% and Food segments volumes increased 3%

·                  European volumes increased 5%, with growth in all segments in the region

·                  North American price/mix increased $14 million, or 3%

ELMWOOD PARK, N.J., Wednesday, October 27, 2010 — For third quarter 2010, Sealed Air Corporation (NYSE:SEE) reported diluted net earnings per common share (EPS) of $0.43, compared with $0.34 in 2009.  Adjusted EPS was $0.43, compared with $0.38 in 2009.  (See attached supplements for non-U.S. GAAP reconciliations and information.)

Sales increased 5% to $1.13 billion, with 5% higher volumes and 1% higher price/mix, partially offset by 1% unfavorable foreign exchange.  The Protective Packaging segment continued to lead volume growth with a $28 million, or 9%, increase reflecting improving end-market demand in all regions.  Higher price/mix benefited from earlier pricing announcements and contract price adjustments in our North American Food segments.  Gross profit increased 3% to $321 million while operating profit increased 13% to $147 million.

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

“As we anticipated in our outlook for the second half, our constant dollar sales growth rate accelerated across most regions, with solid performance in the Protective Packaging segment and in both of the Food segments.  This growth reflected improved end market demand and new business gained with differentiated, robust solutions.  Additionally, price/mix performance turned the corner, reflecting benefits from our April pricing actions and favorable contract adjustments in our Food segments.  We held gross profit margin relatively steady as our productivity improvements and the benefits of operating leverage offset $25 million of higher resin costs in the quarter versus prior year.  We remain on track to achieve our free cash flow target of over $300 million while experiencing our normal seasonal buildup of inventory in our Food segments in anticipation of the peak holiday season.”

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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 4% on a constant dollar basis, with 3% higher volumes.  North American volumes were 5% higher and Latin America volumes were 7% higher.  Price/mix was 1% higher, led by a 2% increase in North America.  Operating profit increased 11% to $70 million, or 14.5% of net sales, compared to 13.7% in 2009.

Food Solutions Segment

Sales increased 7% on a constant dollar basis, with 4% higher price/mix and 3% higher volumes as demand continued to recover in all regions.  Operating profit increased 29% to $28 million, or 11.4% of net sales, compared to 9.3% in 2009.

Protective Packaging Segment

Sales increased 8% on a constant dollar basis, with 9% higher volumes, led by increased demand in North America and Europe, and relatively flat price/mix.  Operating profit increased 13% to $47 million, or 14.3% of net sales, compared to 13.5% in 2009.

Other Category

Sales increased 3% on a constant dollar basis, with 2% higher price/mix and 1% higher volumes, which was led by a 12% volume increase in the Specialty Materials business.  Operating profit decreased 44% to $3 million, or 3.4% of net sales, compared to 5.9% in 2009.  The decrease is due to lower volumes in our medical business in Asia as customers pre-bought inventory in the first quarter ahead of a formulation license renewal that occurred late in the third quarter.  We expect sales in our medical business to return to more normal levels in the fourth quarter following the license renewal mentioned previously.

Other Matters

·                          We recorded $1 million of foreign currency exchange losses related to our subsidiary in Venezuela.  As indicated in January, in 2010, we are excluding any non-operating gains or losses relating to our Venezuelan subsidiary in our adjusted EPS calculation due to our expectation of significant currency volatility in that country.

·                          In our Global Manufacturing Strategy, or GMS program, we recognized an additional $0.5 million of charges in cost of sales in the quarter, primarily due to our previously announced plan to cease certain operations at one of our German locations. This compares to $2.2 million of charges in cost of sales in 2009.  We anticipate an additional $1 million of associated costs in the fourth quarter of 2010 related to completing our GMS program.  We continue to expect to realize an incremental $10 million of benefits in 2010, bringing the program’s full annual estimated benefit run rate to $55 million.

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2010 Outlook and Earnings Guidance

Commenting on our outlook, Mr. Hickey stated:

“We remain positive about the fourth quarter.  Our orders through October continue to show year-over-year growth.  As such, we expect fourth quarter volumes to continue to track favorably and we anticipate an increase in price/mix contribution compared with last year.  Our foreign exchange translation assumption continues to be a modest 1% to 2% average full year benefit.  We have raised our effective income tax rate guidance to 28%.  This compares to our original guidance of 27%, which anticipated an extension of some U.S. income tax credits that expired in 2009.  As a result, we are narrowing our original full year 2010 EPS guidance range to $1.54 to $1.60, or $1.56 to $1.62 on an adjusted basis, excluding a $0.02 charge relating to the GMS program.  This compares to our original 2010 EPS guidance of $1.48 to $1.68, or $1.50 to $1.70 on an adjusted basis.”

Other 2010 guidance assumptions outlined in the fourth quarter 2009 earnings release relating to our full year constant dollar sales growth rate, operating expenses, depreciation and amortization, capital expenditures, free cash flow and GMS benefits remain substantially unchanged.  Our guidance continues to exclude the payment of the W. R. Grace settlement, as the exact timing of the settlement is unknown, although we are hopeful that a confirmation order will be granted by the end of 2010.  Final payment of the W. R. Grace settlement is expected to be accretive to earnings per share by approximately $0.12 to $0.14 annually following the payment date as a result of using cash on hand for the payment and ceasing to accrue interest on the settlement amount.  Additionally, guidance excludes any non-operating gains or losses that may be recognized in 2010 due to currency fluctuations in Venezuela.

Web Site and Conference Call Information

William V. Hickey, our CEO, and David H. Kelsey, our 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 web site at www.sealedair.com in the Investor Information section. The link to the event can be found on the Investor Information home page as well as under the Presentations & Events tab.  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) 680-0879 (domestic) or (617) 213-4856 (international) and use the participant code 17000149.  Telephonic replay will be available beginning today at 2:00 p.m. (ET) and ending on Wednesday, November 17, 2010 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 29263619.

Business

For fifty years, Sealed Air has been a leading global innovator and manufacturer of a wide range of packaging and performance-based materials and equipment systems that now serve an array of food, industrial, medical, and consumer applications.  Operating in 51 countries, Sealed Air’s international reach generated revenue of $4.2 billion in 2009.  With widely recognized brands such as Bubble Wrap® brand cushioning, Jiffy® protective mailers, Instapak® foam-in-place systems and Cryovac® packaging technology, Sealed Air continues to identify new trends, foster new markets, and deliver innovative solutions to its customers.  For more information about Sealed Air, please visit our web site at www.sealedair.com.

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Non-U.S. GAAP Information

In this press release, we have included several non-U.S. GAAP financial measures, including adjusted EPS, adjusted 2010 EPS guidance, net sales on a “constant dollar” basis, adjusted net earnings, free cash flow and EBIT, EBITDA and Adjusted EBITDA.  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 EPS, net sales on a constant dollar basis, adjusted net earnings, measures of cash flow and EBITDA figures to determine performance-based compensation.  Our management uses financial measures excluding the effects of foreign currency translation in evaluating operating performance.  Thus, 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,” “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,” “Components of Change in Net Sales — Business Segments and Other” and “Percentage Changes in Net Sales by Geographic Region.”

Forward-Looking Statements

Sealed Air has provided certain forward-looking statements in this press release such as those above in the Other Matters section, where we discuss currency fluctuations and outline the benefits that we expect from GMS, and in the Outlook and Earnings Guidance section, where we discuss our expected 2010 EPS performance.  Forward-looking statements can be identified by such words as “anticipates,” “expects,” “will” and similar expressions. A variety of factors may cause actual results to differ materially from these expectations, including economic conditions affecting packaging utilization; changes in our raw material costs and 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 may be revised and updated by our Forms 10-Q and 8-K.

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SEALED AIR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per common share data)

# Denotes a variance greater than 100%, or not meaningful.

(1) In the three months ended September 30, 2010, we recognized additional pre-tax gains of $2.0 million from the sale of some of our auction rate security investments, which resulted in total gains of $3.1 million in the nine months ended September 30, 2010. We also recorded $0.7 million of pre-tax other-than-temporary impairment due to the decline in estimated fair value on some of our auction rate security investments in the three months ended March 31, 2010. In the three and nine months ended September 30, 2009, we recorded $3.2 million of pre-tax other-than-temporary impairment due to the decline in estimated fair value on some of our auction rate security investments.

(2) Effective January 1, 2010, Venezuela was designated as a highly inflationary economy under generally accepted accounting principles in the United States of America, or U.S. GAAP. As a result, the U.S. dollar replaced the Bolivar fuerte as the functional currency.  These gains and losses were due to both the changes in the exchange rates upon settlement of Bolivar-denominated transactions and upon the remeasurement of our Venezuelan subsidiary’s financial statements at September 30, 2010.

(3) In 2009, we recorded a pre-tax loss on the redemption of all of our $431.3 million 3% Convertible Senior Notes due June 2033.

(4) See Supplementary Information included in this release for the calculation of basic and diluted net earnings per common share.

SEALED AIR CORPORATION

Supplementary Information

CALCULATION OF NET EARNINGS PER COMMON SHARE

(Unaudited)

(In millions, except per common share data)

(1) On July 19, 2009, we redeemed all of our 3% Convertible Senior Notes due June 2033.

(2) Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement, (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method and (iii) the effect of conversion of our then-outstanding 3% Convertible Senior Notes due June 2033 in 2009.

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)

SEALED AIR CORPORATION

Supplementary Information

BUSINESS SEGMENT INFORMATION AND CAPITAL EXPENDITURES (1)

(Unaudited)

(In millions)

BUSINESS SEGMENT INFORMATION:

SEALED AIR CORPORATION

Supplementary Information

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

(1) The amounts presented are subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q.

SEALED AIR CORPORATION

Supplementary Information

NON-U.S. GAAP FREE CASH FLOW(1)

(Unaudited)

(In millions)