Sealed Air (SEE) 8-K Regulation FD Disclosure

SEALED AIR UPDATE

BAML 2011 INDUSTRIALS CONFERENCE

DECEMBER 6, 2011

TOD S. CHRISTIE

TREASURER AND INTERIM CFO

WILLIAM V. HICKEY

PRESIDENT AND CEO

Exhibit 99.1

1

SAFE HARBOR AND REGULATION G STATEMENT

•

This

presentation

contains

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

can

be

identified

by

such

words

as

“anticipates,”

“believes,”

“plan,”

“assumes,”

“could,”

“estimates,”

“expects”

and

similar

expressions.

These

statements

include

comments

as

to

Sealed

Air

Corporation’s

(“the

Company”)

beliefs

and

expectations

as

to

future

events

and

trends

affecting

the

Company’s

business

or

the

successful

outcome

of

the

business

combination

with

Diversey

and

illustrative

or

pro

forma

combined

results.

Examples

of

such

forward-looking

statements

may

include,

but

are

not

limited

to,

expectations

regarding

the

potential

cash

tax

benefits

associated

with

the

W.R.

Grace

settlement,

potential

volume,

revenue

and

operating

growth

for

future

periods,

statements

about

the

benefits

of

the

business

combination

between

the

Company

and

Diversey,

and

the

Company’s

plans,

objectives,

expectations

and

intentions

with

respect

to

future

operations,

products

and

services.

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

may

be

revised

and

updated

from

time

to

time

by

our

Quarterly

Reports

on

Form

10-Q

and

Current

Reports

on

Form

8-K,

as

filed

with

the

Securities

and

Exchange

Commission.

While

the

Company

may

elect

to

update

forward-looking

statements

at

some

point

in

the

future,

the

Company

specifically

disclaims

any

obligation

to

do

so,

even

if

estimates

change

and,

therefore,

you

should

not

rely

on

these

forward-looking

statements

as

representing

our

views

as

of

any

date

subsequent

to

today.

•

Our

management

uses

non-U.S.

GAAP

financial

measures

to

evaluate

the

Company’s

performance,

which

exclude

items

we

consider

unusual

or

special

items.

We

believe

the

use

of

such

financial

measures

and

information

may

be

useful

to

investors.

We

believe

that

the

use

of

non-U.S.

GAAP

measures

helps

investors

to

gain

a

better

understanding

of

core

operating

results

and

future

prospects,

consistent

with

how

management

measures

and

forecasts

the

Company's

performance,

especially

when

comparing

such

results

to

previous

periods

or

forecasts.

For

important

information

on

our

use

of

non-U.S.

GAAP

financial

measures

and

information,

including

reconciliations

of

such

non-U.S.

GAAP

financial

measures

and

information

to

comparable

U.S.

GAAP

measures

and

information,

please

refer

to

the

financial

tables

that

appear

later

in

this

presentation.

1

2

WHO WE ARE

We are focused on delivering consistent,

superior solutions in three areas:

Protecting what we eat and drink; where we shop, 

learn, work, vacation and receive health care;           

and the valuable goods we ship.

Our customers rely on these solutions

to improve safety, efficiency

and sustainability.

A COMPANY FOCUSED ON PROTECTION

2

FOOD SAFETY & SECURITY

FACILITY HYGIENE

PRODUCT PROTECTION

3

SOLID 3Q PERFORMANCE VS. COMPETITORS

3Q/2011 vs. 3Q/2010

performance

Sealed Air     

Food Packaging

Segment

Competitor’s

Food Segment

Sealed Air  

Protective Packaging

Segment

Protective

Packaging

Competitor

Segment Volume

Flat

Negative

(estimated -5%)

+3%

Flat

Segment Price/Mix

+4%

+7%

+3%

+3%

Adjusted Operating

Profit Margin

-30 bps to     

14.2%

-190 bps to        

9.8%

-90 bps to

13.4%

Flat at

2.0%

4

4Q PERFORMANCE REMAINS SOLID (DATA THRU 11/30/2011)

Quarter to Date

Estimates

10/1/2011 to 11/30/2011

Key drivers vs. prior year

CONSTANT DOLLAR SALES VS. PRIOR YEAR PERIOD*

Food Packaging

+2%

•

+5% constant dollar sales in EU, Latin America, Asia

•

+1% constant dollar sales in North America

•

Only Australia/New Zealand remain negative year-over-year

Food Solutions

+7%

•

+5% constant dollar sales in N. America, EU, Asia

•

+10% constant dollar sales Australia-New Zealand

Protective Packaging

+6%

•

+8% constant dollar sales in North America (largely volume)

•

+10% constant dollar sales in Latin America (largely volume)

•

Flat to -1% constant dollar sales in Europe (sales growth in

Northern EU)

Diversey

flat to +1%

•

Approx. +10% constant dollar sales growth in developing regions

•

Japan stabilizing with flat sales

•

Approx. flat to -1% in EU and Americas

RAW MATERIAL

PRICES

sequentially

•

Resin prices declining modestly versus 3Q

•

Resin vendors continue to place price increases in the market

•

May incur slight sequential price increase in December

PRICING BENEFITS

•

Benefits of prior pricing actions

•

Anticipate positive price/cost spread in quarter for legacy Sealed Air

F/X IMPACT

(revenue)

slightly favorable

*Reflects preliminary estimated results, which are subject to change.

5

SOLID FREE CASH FLOW GENERATION

469

624

645

309

358

243

2008

2009

2010

FY2011e*

Sealed Air

Diversey

•

EBITDA upside opportunity

•

Asset-light cap-ex profile

•

Efficient working capital

•

Attractive cost of funds

712

933

1,003

Pro Forma Adjusted EBITDA less Cap Ex¹

1

Diversey uses Credit Agreement EBITDA. as defined in the appendix. Please refer to the appendix for all definitions.

* Estimate reflects first nine month results and estimated Adjusted EBITDA  and Cap-ex 4Q/2011 guidance, as provided in October 2011.

5

995-1,015

($ millions)

BILL HICKEY

President & CEO

7

INTEGRATING THE BUSINESS

CURRENT PRIORITIES

•

Integrating the Business

•

Achieving Synergies

•

Reducing Debt

•

Defined

and

announced

go-to-market

organization

and

leadership

team

•

Finalizing

next

level

leadership

and

regional

organization

•

Consolidated

Finance,

HR

and

Purchasing

•

Harmonized

key

Corporate

policies

in

Accounting,

HR,

Cap-Ex

and

Purchasing

•

Food

and

Beverage

has

defined

new

value

propositions,

cross

trained

teams,

calling

on

target

accounts

and

responding

to

RFP’s

•

Institutional

&

Laundry

has

identified

sales

synergies

and

is

targeting

Food

Service

and

business

supply

distributors

where

cross

selling

and

sales

force

productivity

can

be

maximized

•

Gained

new

Food

&

Beverage

sales

largely

in

developing

regions:

Guatemala,

India,

Indonesia

and

New

Zealand

(Sales

amounts

less

than

$10M)

•

Identified

1

round

of

headcount

reductions

with

estimated

$20+M

in

savings

to

be

implemented

by year end

•

Achieved

1

joint

purchase

of

raw

materials

with

savings

of

4%

for

Diversey

(approx.

$1M

savings)

•

Delivered

1

combined

shipment

to

business

supply

distributors

•

Paid

down

$17M

in

2011

debt

maturities

and

$81M

in

2012

debt

maturities

•

Focused

on

working

capital

elements

•

Looking

at

possible

asset

sales

st

st

st

8

INTEGRATING THE BUSINESS (continued)

FUTURE PRIORITIES

•

Exploit technologies

•

New Products / Solutions

•

Sealed Air on-site dispensing technology

•

Advanced clean-in-place (CIP) solutions

•

Equipment value engineering

•

Integrated Food Safety Solutions

•

VSS™

(Video Systems Solutions) for food safety and health care safety

•

Automated factory hygiene processes

•

Biofilm cleaning systems

9

•

Solid free cash flow generation

•

Focused on reducing debt to increase shareholder returns

•

Solid core business performance and growth focused on $40+ billion

demand for food safety and hygiene solutions*

TOP REASONS TO INVEST IN SEALED AIR

9

*Freedonia World Food Safety Products Industry Study #2693, November 2010 estimates the global food safety product

demand to be approximately $9B.  The balance of the estimated market size reflects non-food hygiene demand.

Q&A

For additional information, please contact:

Amanda Butler, Director of Investor Relations

Email: amanda.butler@sealedair.com

Tel: 201.703.4210

APPENDIX

12

1

Reconciliation of Net Earnings Available to Common

Stockholders to Non-U.S. GAAP EBIT, EBITDA and Adjusted

EBITDA

(Unaudited, in millions)

2008

2009

2010

Three Months Ended

December 31, 2010

First Nine

Months 2011

LTM Ended

Sept 30, 2011

U.S. GAAP net earnings available to common stockholders as reported

179.9

$   

244.3

$   

255.9

$   

51.3

$                            

198.4

$           

249.7

$          

Add: Interest expense 

128.1

154.9

161.6

39.2

110.5

149.7

Add: Income tax provision

42.4

85.6

87.5

7.9

73.8

81.7

Non-U.S. GAAP EBIT

350.4

484.8

505.0

98.4

382.7

481.1

Add: Depreciation and amortization

155.0

154.5

154.7

40.7

109.6

150.3

Non-U.S. GAAP EBITDA

505.4

639.3

659.7

139.1

492.3

631.4

Add: Share-based compensation expense

16.5

38.8

30.6

8.6

17.7

26.3

Add: Costs related to the acquisition of Diversey

0.0

0.0

0.0

0.0

30.7

30.7

Less: Gains from foreign currency forward contracts related to the closing of the

acquisition of Diversey

0.0

(6.3)

(6.3)

Add: Global manufacturing strategy and restructuring and other charges

92.5

16.7

7.4

3.7

0.0

3.7

(Less) / add: Foreign currency exchange (gains) losses related to Venezuelan

subsidiary

0.0

0.0

(5.5)

1.0

0.2

1.2

Add / (less): Other-than-temporary impairment (gains on sale) of available-for-

sale securities

34.0

4.0

(5.9)

(3.5)

0.0

(3.5)

Add: European manufacturing facility closure restructuring and other charges

0.0

0.0

6.9

6.6

0.2

6.8

Add: Settlement agreement related costs

1.5

1.8

0.6

0.0

0.8

0.8

Add: Loss on debt redemption

0.0

3.4

38.5

38.5

0.0

38.5

Non-U.S. GAAP adjusted EBITDA

649.9

$   

704.0

$   

732.3

$   

194.0

$                          

535.6

$           

729.6

$          

Sealed Air Adjusted EBITDA

Non-U.S. GAAP EBIT, EBITDA and Adjusted EBITDA are provided as supplemental information and do not purport to represent net earnings or net cash provided by operating

activities, as those terms are defined under U.S. GAAP, and should not be considered as alternatives or substitutes to such measurements or as indicators of our performance

under U.S. GAAP.  Our definitions of EBIT, EBITDA and Adjusted EBITDA may not be comparable with similarly-titled measures used by others.  Non-U.S. GAAP EBIT, EBITDA

and Adjusted EBITDA are among the various indicators used by our management to measure the performance of our operations and aid in the comparison with other periods. 

Such measures are also among the criteria upon which incentive compensation may be based.  Thus our management believes this information may be useful to investors.

13

1

Reconciliation of Diversey Net Earnings to Non-U.S. GAAP

EBITDA and Credit Agreement EBITDA

(Unaudited, in millions)

2008

2009

2010

Three Months Ended

December 31, 2010

First Nine

Months 2011

LTM Ended

Sept 30, 2011

Net income (loss)

(59.5)

$    

(48.6)

$    

32.7

$     

(6.2)

$                            

45.3

$               

39.1

$               

Add: Income tax provision

62.6

61.9

65.9

9.7

65.4

75.1

Add: Interest expense, net

145.6

138.0

146.2

39.4

88.5

127.9

Add: Notes redemption and other costs

0.0

48.8

0.0

0.0

0.0

0.0

Add: Depreciation and amortization expenses

128.2

112.1

116.8

32.7

87.5

120.2

EBITDA

276.9

$   

312.2

$   

361.7

$   

75.6

$                           

286.7

$             

362.3

$             

Add: Operating expenses of Holdings only

1.1

0.0

0.0

0.0

0.0

0.0

Add: Restructuring related costs

94.0

59.6

8.6

4.2

1.7

5.9

Add: Acquisition and divestiture adjustment

(22.6)

2.2

10.4

0.2

0.0

0.2

Add: Non-cash expenses and charges

1.6

12.1

21.1

(4.6)

4.6

0.0

Add: Non-recurring gains or losses

0.0

0.0

31.1

31.1

25.4

56.5

Add: Compensation adjustment

13.1

17.0

20.0

4.7

15.0

19.7

Credit Agreement EBITDA

364.2

$ �� 

403.2

$   

452.9

$   

111.2

$                         

333.4

$             

444.6

$             

Diversey Credit Agreement EBITDA