8-K

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): May 16, 2013

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12139	65-0654331
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Riverfront Boulevard Elmwood Park, New Jersey		07407
(Address of Principal Executive Offices)		(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:

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

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

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

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

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2013, Sealed Air Corporation (the “Company”) held its annual meeting of stockholders. The holders of a total of 170,686,913 shares of our common stock were present in person or by proxy at the annual meeting, representing approximately 87.18% of the voting power entitled to vote at the annual meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:

1. The stockholders elected the entire board of directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

Nominee			For		Against		Abstain
	1.	Hank Brown		152,131,336		6,298,120		304,020
	2.	Michael Chu		150,977,477		7,437,470		318,529
	3.	Lawrence R. Codey		152,391,965		6,010,975		330,536
	4.	Patrick Duff		154,104,960		4,259,939		368,577
	5.	William V. Hickey		148,330,358		10,122,319		280,799
	6.	Jacqueline B. Kosecoff		152,287,465		6,082,548		363,463
	7.	Kenneth P. Manning		121,619,991		36,776,939		336,546
	8.	William J. Marino		152,564,760		5,852,457		316,259
	9.	Jerome A. Peribere		153,641,549		4,924,713		167,214
	10.	Richard L. Wambold		155,721,936		2,684,899		327,541
	11.	Jerry R. Whitaker		153,862,324		4,480,064		387,667

2. The stockholders approved the amendment to the 2005 Contingent Stock Plan of Sealed Air Corporation by the following vote:

	For		Against		Abstain
Approval of Amended 2005 Contingent Stock Plan of Sealed Air Corporation		139,675,636		18,271,409		786,120

3. The stockholders approved the metrics under and the amendment of the Performance-Based Compensation Program of Sealed Air Corporation by the following vote:

	For		Against		Abstain
Approval of Amended Performance-Based Compensation Program of Sealed Air Corporation		141,246,710		16,718,209		768,246

4. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:

	For		Against		Abstain
Approval of Executive Compensation		144,945,425		12,987,299		800,441

5. The stockholders ratified the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2013 by the following vote:

	For		Against		Abstain		Broker Non- Votes
Ratification of Appointment of KPMG		165,432,746		4,964,572		289,595		0

Item 7.01 Regulation FD Disclosure

The Company issued a press release announcing that Lawrence R. Codey was elected by the Board of Directors to serve as non-executive Chairman of the Board effective May 16, 2013. He was elected to serve in this position until the 2014 annual meeting of stockholders. In connection with Mr. Codey’s election as Chairman, the Board decided to remove the lead director position. William J. Marino, who previously served as the lead director, and William V. Hickey, who previously served as the Chairman, will continue as members of the Board until the next annual meeting of stockholders.

The Company is also disclosing under Item 7.01 of this Current Report on Form 8-K the investor presentation attached to this report as Exhibit 99.2, which information is incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and the exhibits attached hereto are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 21, 2013
99.2	Investor Presentation dated May 22, 2013

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.

SEALED AIR CORPORATION
By:	/s/ Norman D. Finch Jr.
Name:	Norman D. Finch Jr.
Title:	Vice President, General Counsel and Secretary

Dated: May 22, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 21, 2013
99.2	Investor Presentation dated May 22, 2013

EX-99.1

Exhibit 99.1

Sealed Air Board of Directors Elects Lawrence R. Codey Chairman of the Board effective May 16, 2013

ELMWOOD PARK, N.J. — (BUSINESS WIRE) — May 21, 2013 — Sealed Air Corporation (NYSE:SEE) announced today that Lawrence R. Codey was elected by the Board of Directors to serve as non-executive Chairman of the Board effective May 16, 2013. He was elected to serve in this position until the 2014 annual meeting of stockholders. Mr. Codey has been a director of Sealed Air since 1993. Mr. Codey is the retired President and Chief Operating Officer of Public Service Electric and Gas Company, a public utility, and currently serves as a director of New Jersey Resources Corporation, a natural gas holding company.

In connection with Mr. Codey’s election as Chairman, the Board decided to remove the lead director position. William J. Marino, who previously served as the lead director, and William V. Hickey, who previously served as the Chairman, will continue as members of the Board until the next annual meeting.

Jerome A. Peribere, President and Chief Executive Officer of Sealed Air, stated, “We are very fortunate to have someone of Larry Codey’s caliber to chair Sealed Air’s Board. Larry’s many years as a member of the Board and his depth of business knowledge will serve the Company well in this new capacity.”

Business

Sealed Air is a 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^TM 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. Sealed Air generated revenue of approximately $7.6 billion in 2012, and has approximately 25,000 employees who serve customers in 175 countries. To learn more, visit www.sealedair.com.

Forward-Looking Statements

Company statements in this presentation may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. These statements include comments as to future events that may affect the Company, which are based upon management’s current expectations and are subject to uncertainties, many of which are outside the Company’s control. Forward-looking statements can be identified by such words as “anticipates,” “expects,” “believes,” “plan,” “could,” “estimate,” “will” and similar expressions. A variety of factors may cause actual results to differ materially from these expectations, including but not limited to: economic conditions affecting packaging utilization; changes in raw material costs; currency translation effects; and legal proceedings. 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. These reports are available on the Securities and Exchange Commission’s website at www.sec.gov or our Investor Relations home page at http://ir.sealedair.com.

EX-99.2

SEALED AIR CORPORATION

Goldman Sachs Basic Materials Conference

May 22, 2013

Carol

P.

Lowe

–

Senior

Vice

President

&

Chief

Financial

Officer

Ryan

Flanagan

–

President

–

Protective

Packaging

Division

Exhibit 99.2

Safe Harbor and Regulation G Statement

•

This

presentation

contains

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

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 2013 financial expectations and assumptions associated

with

our

restructuring

programs,

availability

and

pricing

of

raw

materials,

success

of

our

growth

programs,

economic conditions, and the success of pricing actions. 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

domestic and international economic and political conditions affecting packaging utilization; changes in our raw

material and energy costs; credit ratings; competitive conditions and contract terms; currency translation and

devaluation effects, including Venezuela; the success of our financial growth, profitability and manufacturing

strategies and our cost reduction and productivity efforts; the effects of animal and food-related health issues;

pandemics; environmental matters; regulatory actions and legal matters; and the successful integration

of Diversey.

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. 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.

•

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 and information provided in our most recent earnings release.

1

Premium global provider with #1 or #2 position in our principal

applications

•

Food and Beverage (F&B)

–

Food Packaging and Food Solutions businesses, along with Diversey food and beverage hygiene solutions business

•

Institutional and Laundry (I&L)

–

Building services, food service, health care, hospitality and retail markets

•

Protective Packaging

–

Protective Packaging and Specialty Materials (formerly part of Other)

•

Medical Applications and New Ventures (Other category)

•

Geographic Reporting structure

–

North America

–

Europe

–

Latin America

–

AMAT (Asia, Middle East, Africa and Turkey)

–

Japan and Australia/New Zealand

2

49% F&B

28% I&L

21% Protective

2% Other

Diversified Revenue

Geographical

Reach

39% N. Am

33% Europe

11% L. Am

10% AMAT

7%

Japan/ANZ

24% Developing

regions

(1)

$7.6B

(1)

Developing Regions are Africa, Asia (excluding Japan and South Korea), Central and Eastern Europe, and Latin America

3

Food & Beverage: Value Creation In Operations and Downstream

Note:  All classifications include the related equipment sales.

Sales Mix by End Sector:

Sales Mix by Geography:

40%

28%

14%

6%

12%

North America

Europe

Latin America

AMAT

Japan/ANZ

41%

15%

10%

15%

19%

Fresh Meat

Smoked &

Processed

Dairy

Microwavable

Meals

Cleaning &

Hygiene

4

Institutional & Laundry: Reducing the “Total Cost to Clean”

Facility

Management &

BSC

Retailers

Hospitality

Food Service

Healthcare

*BSC=Building Service Contractors

Sales Mix by End Sector:

Sales Mix by Geography:

25%

45%

9%

18%

3%

North America

Europe

Latin America

AMAT

Japan/ANZ

11%

13%

11%

12%

9%

10%

34%

BSC*

Food Service

Retail

Lodging

Healthcare

Other

Distributors

5

Protective Packaging: Focused on Sustainable & Efficient Delivery

*General Use=Bubblewrap, PakNatural loose fill, Jiffy mailers; Pack Sys=NewAir IB, PriorityPak, Fill-Air, FilTeck, PackTiger, FasFil EZ, RapidFill

Sales Mix by Geography:

Sales Mix by End Sector:

57%

24%

5%

8%

6%

North America

Europe

Latin America

AMAT

Japan/ANZ

38%

35%

17%

10%

Cushioning

General Use*

Shrink

Pack Systems*

2013: Focus on Quality of Earnings

Improving

Profitability

6

Pricing Discipline

Deliver cost synergies and manage cost structure

Prioritizing

Resources

Repayment of debt

Dividends

R&D productivity

Aligning

Management

Goals

Productivity:

Support expenses measured in   

relation to profitability

Achieving Plan: 

Adjusted EBITDA

Cash Flow:       

Reduced investment in working capital

Q1 2013 Highlights

7

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

Reported U.S. GAAP Measures:  Q1-13 Operating Profit: $130M; Q1-12 Operating Profit: $  83M

Food and Beverage

Institutional & Laundry

Protective Packaging

Excluding SARs expense:

Q1 2013 Adjusted EBITDA $245M, 13.2% of Sales

Q1 2012 Adjusted EBITDA $240M, 13.0% of Sales

•

+1.9% Organic Growth

•

Growth Drivers: 

Developing Regions,

Brazilian Beef Production,

Equipment

•

Challenges:

North

American and European

Protein Supply

Constraints, price-cost

spread

•

+1.2% Organic Growth

•

Growth Drivers:

Developing Regions, 

Food Service

•

Challenges:

Southern

Europe, SARs expense,

machine sales,

distribution in mature  

markets

•

-0.8% Organic Growth

•

Growth

Drivers:

E-

commerce/retail

•

Challenges:

Global

economic weakness,

customer mix,

price/cost spread

Outlook for Full Year 2013

Management’s full year outlook includes:

–

Net Sales approximately $7.7 billion to $7.9 billion

–

Adjusted EBITDA approximately $1.01 billion to $1.03 billion

–

Earnings Per Share approximately $1.10 to $1.20 per share

–

Revised Free Cash Flow approximately $275 million to $325 million

•

Includes estimated cash costs of $65 million for earnings quality improvement program

and $70 million for the 2011-2014 Integration and Optimization Program and anticipated

higher SARs payments

•

Includes 2013 estimated capital expenditures of $160 million

•

2012 Free Cash Flow was $280 million and was net of $81 million of Integration and

Optimization cash payments and $125 million of capital expenditures

8

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-U.S.

GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

Adjusted EPS guidance excludes the impact of special items. It also excludes the payment of the W. R. Grace settlement, as the exact timing

of the settlement is unknown.  Final payment of the W. R. Grace settlement is expected to be accretive to adjusted EPS by approximately

$0.13 annually 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.  Additionally, guidance excludes any non-operating gains or losses that may be recognized in

2013 due to currency fluctuations in Venezuela. 

Protective Packaging –

Value Proposition

•

Minimize total cost of

packaging

•

Improved labor productivity

•

Reduced storage space

requirements

•

Reduced freight costs

9

•

Retail presentation

•

Highest clarity, high-gloss

•

Clean, tight package

appearance

•

Ease of use

•

Custom printing

•

Cushioning, Blocking & Bracing,

Void Fill, Surface Protection,

Containment

•

Minimize impact of shock,

vibration, and abrasion

•

Reduced damage during

distribution

•

High performance

with less material

•

Market leader in

biodegradable and

compostable

packaging products

•

High recycled

content

•

Recycling programs

Maximum

Value

Product

Protection

Customer

Appeal

Operational

Efficiency

Sustainability

•

Systematically shifting from product and geography to application and market

segment focus

•

Product lines and market / sales organization aligned with this shift

•

Instapak, Specialty

Foams, and Korrvu

product lines

•

Design driven solutions

which leverage SAC

support capabilities

•

Direct/Distribution/Fabric

ator sales model –

customer visibility is good

•

Instapak equipment and

service are key

competitive advantages

•

Products offer medium to

high levels of protection

Cushioning

Packaging

Systems

•

New Air Inflatable Bubble,

Fill Air Inflatable bags,

PackTiger Paper systems,

PriorityPak and Rapid Fill

systems

•

Based on a system &

consumable value sell

•

Sold through distribution,

but SAC has high visibility

through system support

•

Growth has been double

digits

•

Products offer low to

medium levels of

protection

Shrink Packaging

•

Cryovac and Opti shrink

films, and Shanklin

wrapping equipment

•

Based on a system &

consumable value sell

•

Sold through

distribution, but SAC

has good visibility

through technical sales

support

•

Products offer

unitization and display,

with light surface

protection

General Use

Cushioning Sales Force

General Use/PSS Sales Force

Shrink Sales Force

Protective Packaging –

Solution (Application) Segments

10

•

BubbleWrap, PE Foam,

Mailers and Loosefill

product lines

•

Primarily sold through

distribution

•

No systems or support

•

Ease of use and

affordability are key

considerations

•

Products offer low to

medium levels of

protection

Protective Packaging:  Distribution Channels

11

SEALED AIR CORPORATION

Goldman Sachs Basic Industrials Conference

May 22, 2013

Q&A

Q&A

Q&A

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

All results are on a continuing operations basis.

12

SEALED AIR CORPORATION

Goldman Sachs Basic Industrials Conference

May 22, 2013

Appendix

Appendix

Appendix

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

All results are on a continuing operations basis.

13

Positive volume growth

across all Divisions

Offset by unfavorable

Foreign Exchange –

particularly in Latin America

14

Q1 Net Sales Bridge

($ in millions)

+19

+3

-14

1,853

1,845

Q1 2012

Volume

Price-Mix

Foreign

Exchange

Q1 2013

Q1 2013 Adjusted EBITDA Bridge

15

($ millions)

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-U.S.

GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

•

Strong cost synergies

•

Offset by inflationary

expense growth and SARs 

expense

•

Excluding the impact of

SARs expense, Q1 2013

EBITDA grew $5 million over

prior year

228

227

+29

+7

-17

-7

-6

-5

-2

Q1 2013 Adjusted EBITDA Bridge –

F&B

16

($ millions)

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

•

Strong cost synergies

•

Positive volume growth

•

Unfavorable SARs and

Price/Cost Spread

+13

+6

-8

-2

-3

-1

131

126

Q1 2013 Adjusted EBITDA Bridge –

I&L

17

($ millions)

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

•

Strong cost synergies

•

Unfavorable impact of

SG&A/Inflationary Cost

Increases

•

Unfavorable impact of

SARs expense

36

+11

-1

-17

-4

+2

-1

26

Q1 2013 Adjusted EBITDA Bridge –

Protective Packaging

18

($ millions)

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

•

Strong cost synergies

•

Unfavorable Price/Cost

Spread

61

+4

0

-3

0

-4

0

58

19

Q1 Refinancing Provides Maturity Extension at Attractive Rates

= Senior Secured Credit Facilities (term loans) = $1.626B

= Short Term Borrowings

= Bonds (associated interest rate) = $2.925B

Debt Maturity Schedule

($ millions)

12.0%

8.125%

8.375%

6.875%

*Reflects estimated cash liability at December 31, 2013. Exact timing of the settlement is unknown.

6.5%

Net Total Leverage Ratio Covenant*

(fiscal

year

ending

December

31

st

)

2013

2014

2015

2016+

5.25

4.50

3.75

3.25

Weighted average interest rate

Is approx. 6.2%

5.25%

8

120

330

408

760

150

750

425

750

425

450

926

77

2013

2014

2015

2016

2017

2018

2019

2020

2021

2023

2033

= W. R. Grace Settlement

*

Regional Sales Performance

First Quarter 2013

Latin

America

Reported: +5.4%

Organic: +11.9%

North

America

Reported: +0.2%

Organic: +0.2%

20

Please see Sealed Air’s May 1, 2013 earnings press release for important information about the use of non-

U.S. GAAP financial measurers, including applicable reconciliations to U.S. GAAP financial measures.

Japan/ANZ

Reported: -2.3%

Organic: -0.6%

Europe

Reported: -2.1%

Organic: -2.4%

AMAT

Reported: +7.1%

Organic: +8.0%