   Sealed Air’s Acquisition of Diversey Sealed Air’s Acquisition of Diversey Update & Pro Forma Supplement June 2011 Exhibit 99.1 |
 2 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,” “will” and similar expressions. These statements include comments as to Sealed Air Corporation’s beliefs and expectations as to future events and trends affecting the Company’s business or the successful outcome of the business combination and illustrative or pro forma combined results. Examples of such forward-looking statements may include, but are not limited to, statements about the benefits of the business combination transaction between Diversey and the Company, potential synergies and cost savings, the potential accretion of the transaction to the Company’s earnings, EPS, Adjusted EBITDA, free cash flow and free cash flow per share, future financial and operating results, the expected timing of the completion of the transaction and the Company’s plans, objectives, expectations and intentions with respect to future operations, products and services. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: general business and economic conditions; the competitive environment; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Sealed Air and Diversey may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; adverse effects of the merger on employee retention and on Sealed Air’s and Diversey’s business relationships with third parties, including key customers and distributors, and the impact of purchase accounting adjustments on our operating results. 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, as may be updated by the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. 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 excludes 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 in the annex to this presentation. |
 3 William V. Hickey President and Chief Executive Officer Edward F. Lonergan President and Chief Executive Officer David H. Kelsey Senior Vice President and Chief Financial Officer Today’s Presenters Norman Clubb Executive Vice President and Chief Financial Officer |
 4 Agenda Q&A 5. Dave Kelsey Pro Forma Financial Review 4. Norm Clubb Diversey Financial Performance 3. Ed Lonergan Diversey Business 2. Bill Hickey Overview 1. |
 5 Deal Highlights Announced June 1st Sealed Air has agreed to acquire Diversey to form a global leader in sustainable solutions that provide hygiene, protection, food safety and security Transaction value of $4.3 billion 9.7x Adjusted LTM EBITDA 1 8.7x Adjusted LTM EBITDA 1 including $50 million of cost synergies Total consideration to Diversey shareholders of $2.1 billion of cash and 31.7 million Sealed Air common shares $1.4 billion of Diversey net debt to be refinanced Expected closing in 2011 subject to customary regulatory approvals 1 See appendix for EBITDA reconciliation. |
 6 New Sealed Air at a Glance Fiscal Year Ended December 31, 2010 ($ in millions) Pro Forma Combined 3 Net Sales $4,490 $3,128 $7,618 Adjusted EBITDA 1 $732 $453 $1,235 4 Adjusted EBITDA Margin 1 16.3% 14.5% 16.2% Countries 2 52 64 69 Manufacturing Facilities 114 26 140 Labs / Research Facilities 50 10 60 Scientists & Engineers 250+ 210+ 460+ 1 See appendix for EBITDA reconciliation. 2 Based on legal entities. Sealed Air and Diversey sell into 77 and 175 countries, respectively. 3 Excludes purchase accounting adjustments. 4 Includes $50 million of cost synergies. |
 7 Sealed Air and Diversey: A Compelling Business Combination Global Leader Complementary Business Models Broadens Solutions Offering Customer Base Extends Geographic Footprint Robust R&D Creates a global leader in sustainable solutions that provide hygiene, protection, food safety and security Positioned to benefit from key global megatrends Shared approach to system-sell business model Equipment + supplies + services (total system solution) Optimizes efficiency, productivity and materials utilization Expands and extends existing leadership positions Expands portfolio of value-added products and services Provides integrated solutions to broad customer base Overlapping channels and end markets Increases business opportunity in high growth markets Combined operating presence in 69 countries Strong track record of commercializing solutions for new and existing end markets |
 8 Rationale: Increased Penetration of the Global Food Industry 1 Annual Survey of Manufacturers, 2006; Industry Outlook, Department of Commerce . Food and Food Processing Industries provide opportunity for growth and shareholder value creation Applying Sealed Air’s existing knowledge Strong customer relationships Over the years, Sealed Air has evaluated several options to further penetrate the Food Industry R&D projects JVs M&A Diversey provides a unique opportunity to expand this business 50%+ of the combined company will be in Food and Food Processing-related end markets Diversey’s business is in the Food and Beverage and Food Services end markets (40% of total Diversey business) In addition, Diversey has a sizable presence in the adjacent Retail and Lodging end markets (23% of total Diversey business) Food Manufacturing Industry 1 % of of Sealed Air’s Food Revenue Mix 80% 10% 5% Meat 31% Dairy 14% Fruit & Veg 11% Grain 11% Other 23% Pro- cessed 10% |
 9 Our Financial Goals 2010 CAGR 2013 Net Sales $7.6B $9.0B Adj. EBITDA 1 $1.2B $1.6B Cash EPS 2 $3.35 $4.62 +5% +11% +11% The Diversey Transaction Will Result in Significant Financial Upside 1 See appendix for EBITDA reconciliation . 2 Cash EPS defined as Adjusted EBITDA less Cash Interest and Cash Taxes, divided by shares outstanding. |
 10 1. Overview Bill Hickey 2. Diversey Business Ed Lonergan 3. Diversey Financial Performance Norm Clubb 4. Pro Forma Financial Review Dave Kelsey 5. Q&A Agenda |
 11 Scaled to Serve Target Sectors and Customers Wherever They Play Globally Sole integrated supplier of chemicals, utensils and cleaning machines to the global cleaning and sanitation market Serve six primary, global sectors Diversified end market exposure Significant presence across geographic regions Sells into 175 countries 10,500 employees Average tenure: 15 years ~ 6,500 in customer-facing roles Uniquely positioned to exploit improving hygiene standards in emerging markets Europe, MEA 52% Japan 10% APAT 9% Latin America 9% North America 20% 2010 Net Sales By Region 2010 Net Sales By End Market Food Service 16% Retail 12% Lodging 11% Health Care 9% Other 5% Building Mgt / Serv. Contract. 24% Food & Bev. Proc. 23% |
 12 One of Two Global Players in $40+ Billion Fragmented Industry Market Position by Region 1 Europe #1 Asia Pacific, Africa, Turkey #1 Japan #1 Americas #2 Ecolab 14% Regional / Local Players 78% Diversey 8% 1 Diversey Management estimates, based on comparable business lines. Market Share 1 Extensive market share remains available for scaled global players Strong Relative and Absolute Market Position in High-Growth Emerging Markets |
 13 Integration and Transition Commercial Markets separation from SCJ Acquisitions: Butchers, Teepol Acquisition of DiverseyLever Operating cost restructuring New five-year Unilever buyout, strategy Market research, segmentation Origins Global Expansion Turnaround CD&R investment, Growth refinancing 1999 2000 2002 2005 2008 2007 2009 2010 & 2011 Today Positioned for ~$1B Building Care Business $1.6B F&B, Hospitality Business |
 14 Diversey: Focused, Restructured, Positioned for Profitable Growth 1 Net Sales as reported in 2005. Actions Taken Since 2005 – Net Sales Impact Divestitures $700M Exits $240M $3.3B 1 $0.9B Divest / Exit $2.4B $3.1B Repositioned the company to serve six business sectors Developed differentiated business models and products to address these sectors Invested to increase productivity and improve business processes Reduced asset intensity 2005 Diversey Net Sales 2010 Diversey Net Sales Major Initiatives 2006 – 2010 |
 15 Growth Initiatives Emerging Market Investment Building Service Contractor Outsource Model Laundry Reinvention New Channel Partners Staples – Chemical / Equipment alliance with largest Global Office Products Supplier Cintas – Chemicals / Food Safety alliance with largest US linen rental corporation focused on installed base of kitchens 300 – 500 bps Incremental Growth Opportunity 2011 Initiatives Activities Commercial laundry reentry with next generation technology and unique Standard Textile JV Consumer branded professional solutions Outsourcing management of chemical, utensils and machines to leverage proprietary portfolio and technology capabilities Incremental investments to accelerate constant dollar sales from 9% CAGR 2008 – 2010 to 12-15% CAGR 2011 – 2013 |
 16 Agenda Q&A 5. Dave Kelsey Pro Forma Financial Review 4. Norm Clubb Diversey Financial Performance 3. Ed Lonergan Diversey Business 2. Bill Hickey Overview 1. |
 17 $240 $212 $3,128 $3,580 2010 Net Sales 2013 Net Sales Diversey is Positioned to Generate Incremental Growth Organic Growth (Base 2.5%) Growth Initiatives (+2.1% Upside) ($ in millions) Net Sales Goal 2013 CAGR 4.6% |
 18 $364 $403 $453 14.5% 13.0% 11.0% 2008 2009 2010 Margin Improvement Adjusted EBITDA 1 / Margin Adjusted EBITDA 1 ($ in millions) 1 See appendix for EBITDA reconciliation. 11.0% 14.5% 17.5% 19.1% 2008 2010 650 bps Diversey Ecolab 460 bps Pricing Management ~250bps Supply Chain ~210bps SG&A Rationalization ~100bps Exit of Non-Core Business ~(130)bps Other Non-Recurring Factors ~(80)bps Total ~350bps Key Sources of Margin Improvement |
 19 $453 $610 14.5% 17.0% 2010 2013 Continued Margin Expansion Targeted Adjusted EBITDA Margin of 17% in 2013 Aligns with Sealed Air’s Goal of 15% Operating Margin by 2013 Adjusted EBITDA 1 2010 – 2013 (Goal) Drivers of Margin Expansion Supply Chain Projects ~150bps Portfolio Optimization ~50bps SG&A ~50bps Total ~250bps 1 See appendix for EBITDA reconciliation. |
 20 Agenda Q&A 5. Dave Kelsey Pro Forma Financial Review 4. Norm Clubb Diversey Financial Performance 3. Ed Lonergan Diversey Business 2. Bill Hickey Overview 1. |
 21 Accelerating profitable volume growth to 5% Executing multi-year growth programs Strong R&D pipeline Exploiting our IP to develop service offerings Well positioned for developing regions Optimizing Performance Achieving record productivity levels World Class Manufacturing principles used Realizing benefits from SAP roll-out Managing inflation Productivity gains to offset non-resin inflation Diversifying material inputs Harmonizing resins for purchasing power Products & processes that minimize virgin resin Increased frequency of pricing actions 30% 15% 15% Gross Profit SG&A Ratio Operating Margin Sealed Air 2013 Goals Operating Leverage: Key Enabler of 30% Gross Profit Margin Goal 15% SG&A as Percent of Net Sales Goal Holding $1B fixed overhead spend steady Disciplined control of expenses Redeploying resources for greater return Realizing benefits from SAP roll-out “Cost to serve” programs underway to Simplify processes & increase profitability |
 22 Revenue Upside Potential Execute Core Programs Capture Emerging Markets Continue New Diversey Growth Programs New Sealed Air Products & Applications Develop Adjacent Applications Capitalize on Increased Industry Presence Single Point of Contact for Food Safety and Brand Protection Grow “Wallet Share” with Existing Customers Common Distribution Channels New R&D Pipeline Offers Next-Generation Solutions Targeting Food Safety Focusing on Creating Custom Solutions that Form New Market Segments Shelf Life Extension Self-Cleaning Equipment New Cleaning and Sanitizing Delivery Systems Upside Base Plan 4 – 5% Base Growth Trend Industry Presence Innovation |
 23 Model Reflects $50 Million of Cost Savings Pro Forma 1 2013 SG&A $0.8B $1.1B $1.9B $50 million estimated cost synergies represents ~2.5% of total pro forma SG&A Represents approximately 10% of back-office costs Low integration risk 1 Excludes impact of purchase price accounting adjustments. |
 24 Overview of Transaction Funding We have fully committed financing in place for $4.5 billion, including: $3.0 billion of new secured credit facilities, including a $700 million revolver expected to be unfunded at close $1.5 billion of bridge facilities Pro forma net leverage expected to be 4.4x 1 Preliminary and subject to change. All amounts are approximate. Cash from Balance Sheet $0.2B Senior Secured Credit Facilities 2.3 Capital Markets Bridge 1.5 Equity Issued 0.8 Total $4.8B Purchase Diversey Equity $2.9B Refinance Diversey Debt 1.5 Fees & Expenses 0.4 Total $4.8B Uses of Funds 1 Sources of Funds 1 |
 25 Pro Forma Free Cash Flow Generation ($ in millions) 2010 2013 Adjusted EBITDA 1 $ 1,235 $ 1,607 Capex (182) (275) Change in Net Working Capital (79) (45) Cash Interest Expense 2 (300) (282) Cash Taxes 3 (232) (355) Free Cash Flow $442 $650 Net Debt / Adjusted EBITDA 1 4.4x 2.6x 1 See appendix for EBITDA reconciliation. Includes $50 million of cost synergies and $70 million of revenue synergies in 2013. 2 Pro forma interest based on new capital structure. 3 Illustrative cash tax rate of 35%. Pro Forma $400 – $650 Million Free Cash Flow p.a. and the Expected Cash Tax Benefit Following Close of the Grace Settlement Accommodates Steady Deleveraging; Dividend Policy Not Affected |
 26 1 See appendix for EBITDA reconciliation. 2 Includes Cash Taxes and Cash Interest. Does not adjust for one-time and exceptional cash charges such as restructuring, discontinued operations, etc. 3 Assumes exclusive uses of Free Cash Flow to repay debt (except for dividend payments in line with current policy). 4 Cash EPS defined as Adjusted EBITDA less Cash Interest and Cash Taxes, divided by shares outstanding. Pro Forma Guidance Sealed Air Stand- Alone 2010 Pro Forma Combined 2010 Medium-Term Growth/Margin Trends Illustrative Combined 2013 Net Sales Growth $4.5B -- $7.6B -- 4-5% ~$9.0B -- Adj. EBITDA 1 Margin $732M 16.3% ~$1.2B 15.6% +250bps ~$1.6B 18% Capital Expenditures % of Net Sales $88M 2.0% $182M 2.4% Return to Normalized Levels ~$275M 3% Free Cash Flow 2 ~$350M ~$440M -- ~$650M Net Debt / Adj. EBITDA 1, 3 2.1x 4.4x -- 2.6x Cash EPS 4 $2.84 $3.35 $4.62 Free Cash Flow / Share $1.98 $2.10 $3.10 |
 27 EBITDA Growth Margin Expansion Cash EPS Accretive Attractive Geographic Expansion Raw Materials Diversification Revenue and Cost Synergies Key Criteria Diversey Leveraged Recapitalization In-Market Acquisition Diversey Investment: Best Allocation of Capital Low High Moderate Diversey Combination Returns Exceed Leverage Recap Returns |
   Creating a Global Leader in Creating a Global Leader in Sustainable Solutions that Provide Sustainable Solutions that Provide Hygiene, Protection, Food Safety and Hygiene, Protection, Food Safety and Security Security Providing Customers with End to End Providing Customers with End to End Brand Protection Brand Protection |
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       Appendix |
 31 Appendix: Pro Forma Balance Sheet Items Standalone Sealed Air Transaction Adjustments Pro Forma Sealed Air Balance Sheet Items as of March 31, 2011 Cash $696 ($10) $686 New Liquidity Facility $0 $0 Other Secured Debt 0 31 31 Senior Secured Credit Facilities 0 2,300 2,300 Total Secured Leverage $0 $2,331 Other Sealed Air Debt 17 17 Sealed Air Bonds 1,396 1,396 Capital Markets Bridge 0 1,500 1,500 Total Debt $1,413 $5,244 Grace Settlement 799 799 Total Debt + Grace Settlement $2,212 $6,043 Net Debt $1,516 $5,356 LTM Adjusted EBITDA $718 $499 $1,217 Key Credit Statistics Secured Debt / Adjusted EBITDA 0.0x 1.9x Debt + Settlement / Adjusted EBITDA 3.1 5.0 Net Debt + Settlement / Adjusted EBITDA 2.1 4.4 Adjusted EBITDA / Cash Interest 6.8x 4.1x ($ in millions) Unaudited 1 A portion of the $141 million of cash on Diversey balance sheet as of March 31, 2011 is used in the transaction. 2 Includes $50 million of cost synergies and does not reflect purchase accounting adjustments. 1 2 2 |
 32 Appendix: Sealed Air Adjusted EBITDA Reconciliation Year Ended December 31, 2010 U.S. GAAP net earnings available to commmon stockholders as reported $255.9 Add: Interest expense 161.6 Add: Income tax provision 87.5 Non-U.S. GAAP EBIT $505.0 Add: Depreciation & Amortization 154.7 Non-U.S. GAAP EBITDA $659.7 Add: Share-based compensation expense 30.6 Add: Global manufacturing strategy and restructuring and other charges 7.4 Add / (less): Foreign currency exchange losses (gains) related to Venezuelan subsidiary (5.5) (Less) / add: (Gains on sale) other-than-temporary impairment of available-for-sale securities (5.9) Add: European manufacturing facility closure restructuring and other charges 6.9 Add: Settlement agreement related costs 0.6 Add: Loss on debt redemption 38.5 Non-U.S. GAAP adjusted EBITDA $732.3 Total net sales $4,490.1 Non-U.S. GAAP adjusted EBITDA as a percentage of total net sales 16.3% Note: 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. Reconciliation of Net Earnings Available to Common Stockholders to Non-U.S. GAAP EBIT, EBITDA and Adjusted EBITDA (Unaudited, in millions) |
 33 Appendix: Diversey EBITDA Reconciliation Year Ended December 31, Three Months Ended, LTM 2006 2007 2008 2009 2010 Mar-11 Mar-10 Mar-11 Net income (loss) $98.0 ($131.8) ($59.5) ($48.6) $32.7 ($6.9) ($6.2) $32.0 Add: Net income (loss) attributable to noncontrolling interests 0.0 - - - - - - - Add: Income tax provision 18.5 67.4 62.6 61.9 65.9 14.0 19.4 60.5 Add: Interest expense, net 150.2 143.1 145.6 138.0 146.2 36.6 33.9 148.9 Add: Notes redemption and other costs - - - 48.8 - - - - Add: Depreciation and amortization expense 198.4 156.7 128.2 112.1 116.8 29.4 28.4 117.8 EBITDA $465.2 $235.5 $276.9 $312.2 $361.7 $73.1 $75.5 $359.3 Add: Operating expenses of Holdings only 0.0 0.0 1.1 0.0 0.0 - - 0.0 Add: Restructuring related costs 199.2 105.5 94.0 59.6 8.6 1.4 0.8 9.2 Add: Acquisition and divestiture adjustment (381.6) 1.2 (22.6) 2.2 10.4 - 0.3 10.4 Add: Non-cash expenses and charges 28.1 18.9 1.6 12.1 21.1 2.6 10.5 13.2 Add: Non-recurring gains or losses - - - - 31.1 6.2 - 37.3 Add: Compensation adjustment 4.3 12.5 13.1 17.0 20.0 4.4 4.8 19.6 Adjusted EBITDA $315.1 $373.6 $364.2 $403.2 $452.9 $87.7 $91.9 $449.0 Total net sales $2,839.3 $3,041.7 $3,315.9 $3,110.9 $3,127.7 $763.8 $747.7 $3,143.8 Adjusted EBITDA % of Net Sales 11.1% 12.3% 11.0% 13.0% 14.5% 11.5% 12.3% 14.3% Note: Adjusted EBITDA defined as Credit Agreement EBITDA as disclosed in public filings. |
 34 Appendix: Sealed Air Adjusted EBITDA Reconciliation (cont’d) 2013 Pro forma net income (1)(2) 659 $ Pro forma income taxes (3) 355 Pro forma interest expense 300 Pro forma depreciation and amortization 293 Pro forma Adjusted EBITDA 1,607 $ (1) Excludes the impact of purchase accounting adjustments. (2) Includes the net impact of revenue synergies of $70 million (gross) and cost synergies of $50 million (gross). (3) At assumed 35% effective tax rate. Reconciliation of Pro Forma Net Income to Pro Forma Adjusted EBITDA (in millions, unaudited) |