Sealed Air Reports Third Quarter 2005 Results; Achieves 8% Increase in Sales

Commenting on the Company's operating performance, William V.Hickey, President and Chief Executive Officer, stated:

"Our business has continued to generate healthy top-line growth aswe progress through the year. Both our food packaging segment and ourprotective packaging segment experienced positive sales growth inevery major region of the world, demonstrating the continued strengthof our global business. We continue to keep tight control on operatingexpenses which during the quarter helped mitigate some of theshort-term margin pressure that we are experiencing due to rapidlyescalating costs for petrochemical-based raw materials. Even in thisenvironment, we have maintained our long-standing ability to generateconsistent cash flow. We utilized our solid cash flow to repurchase$39 million of our common stock during the quarter. We haverepurchased an additional $34 million of our common stock in thefourth quarter through October 21, bringing year-to-date repurchasesto $109 million."

Commenting on the Company's outlook, Mr. Hickey stated:

"We continue to pursue our growth initiatives and remain focusedon management of our balance sheet and use of our cash flow to bringvalue to our shareholders. We have put in place a solid foundation tofurther improve our cost structure with the restructuring programintroduced late last year and our ongoing efforts to optimize ourglobal supply chain. As we have previously mentioned, we have taken anumber of steps to offset the impact of rising costs, includingincreasing our prices, furthering our ongoing productivity improvementinitiatives and maintaining tight control on operating expenses.

"In the wake of the recent Gulf Coast hurricanes, the industry isfaced with unprecedented increases in raw material costs. While thefourth quarter will be challenging from a raw material and energy coststandpoint, we expect to continue to navigate our way through thisenvironment, and will remain focused on continuing to providevalue-added packaging solutions for our customers around the world. Weare maintaining our most recent full year diluted earnings per commonshare guidance of $2.65 to $2.80, but given the additional impact ofHurricane Rita on our raw material costs, we expect earnings per sharewill be toward the lower end of that range."

Financial Highlights for the Third Quarter

-- Net sales increased 8% to $1.02 billion compared with $944 million for the third quarter of 2004. The increase in net sales principally resulted from the combined impact of $32 million in unit volume growth, a $29 million favorable change in product price/mix and a $15 million favorable effect of foreign currency translation. Excluding the positive effect of foreign currency translation, net sales would have increased 6%.

-- Gross profit increased to $288 million compared with $285 million for the third quarter of 2004. The increase in gross profit was attributable to the sales growth in the quarter. As a percentage of net sales, gross profit declined to 28.2% compared with 30.2% in the third quarter of 2004. The decline in gross profit as a percentage of net sales was due to higher petrochemical-based raw material and other energy-related costs combined with an unfavorable shift in product mix, partially offset by selling price increases.

-- Marketing, administrative and development expenses increased to $156 million compared with $153 million for the third quarter of 2004, an increase of 2%. As a percentage of net sales, these expenses declined to 15.3% for the quarter compared with 16.2% in 2004, reflecting the Company's tight control on expenses.

-- Operating profit was $131 million, or 12.9% of net sales, compared with $133 million, or 14.1% of net sales, in the third quarter of 2004.

-- Interest expense declined to $38 million compared with $39 million in the third quarter of 2004. The decrease was primarily due to the interest savings resulting from the redemption of the entire outstanding principal amount, $177.5 million, of the Company's 8.75% senior notes due July 2008, and the repurchase of $22.7 million face amount of its 6.95% senior notes due May 2009, both completed in the fourth quarter of 2004, partially offset by the impact of higher interest rates on the Company's outstanding interest rate swaps.

-- The Company's effective income tax rate was 33.3% compared with 34.2% in the third quarter of 2004. This decrease is primarily due to improved tax efficiencies resulting from reorganization of certain of the Company's international subsidiaries in 2004.

-- The Company's 5.625% euro notes due July 2006, with a face value of EUR 200 million, equivalent to $241 million on September 30, 2005, are now classified as a current liability on the balance sheet as required by U.S. generally accepted accounting principles or GAAP. The Company intends to use available cash to retire this debt when it matures.

Business Segment Review

Food Packaging Segment

The Company's food packaging segment net sales for the thirdquarter increased 9% to $636 million compared with $583 million lastyear. Strength in Vertical Pouch Packaging and Case Ready helped drivesolid growth in North America, while continued growth in Latin Americaand Asia Pacific also contributed to the quarter's performance.Excluding the $13 million positive effect of foreign currencytranslation, segment net sales would have increased 7%. Operatingprofit for the third quarter was $78 million, or 12.2% of net sales,compared with $78 million, or 13.4% of net sales, in 2004. The declinein operating profit as a percentage of net sales was due to higher rawmaterial and energy-related costs combined with an unfavorable shiftin product mix, partially offset by selling price increases.

Protective Packaging Segment

The Company's protective packaging segment net sales for the thirdquarter increased 6% to $384 million compared with $361 million lastyear. Steady volume growth on a global basis helped drive top-lineperformance in the quarter. Excluding the $2 million positive effectof foreign currency translation, segment net sales still would haveincreased 6%. Operating profit for the third quarter was $54 million,or 14.1% of net sales, compared with $54 million, or 15.1% of netsales, in 2004. The decline in operating profit as a percentage of netsales was due to higher raw material and energy-related costs combinedwith an unfavorable shift in product mix, partially offset by sellingprice increases.

Web Site and Conference Call Information

Mr. Hickey and David H. Kelsey, the Company's Chief FinancialOfficer, will conduct an investor conference call today at 11:00 a.m.(ET). The conference call will be webcast live on Sealed Air's website at www.sealedair.com in the Investor Information section underthe Presentations & Events tab. Listeners should go to the web siteprior to the call to register, and to download and install anynecessary audio software. Prior to the call, the Company will alsopost supplemental financial and statistical information on its website in the Investor Information section under the Reports & Filingstab. A replay of the webcast will also be available on the Company'sweb site.

Investors who cannot access the webcast may listen to the liveconference call via telephone by dialing (800) 274-0251 (domestic) or(719) 457-2683 (international). Telephonic replay will be availablebeginning today at 2:00 p.m. (ET) and ending on Tuesday, November 1,2005 at 12:00 midnight (ET). To listen to the replay, please dial(888) 203-1112 (domestic) or (719) 457-0820 (international) and usethe confirmation code 5017004.

Business

Sealed Air is a leading global manufacturer of a wide range offood and protective packaging materials and systems including suchwidely recognized brands as Bubble Wrap(R) cushioning, Jiffy(R)protective mailers and Cryovac(R) food packaging products. For moreinformation about Sealed Air, please visit the Company's web site atwww.sealedair.com.

Non-GAAP Information

The Company's management from time to time presents informationthat is not in conformity with GAAP. Changes in net sales excludingthe effect of foreign currency translation are among the indicatorsused by the Company's management to measure the performance of theCompany's operations, and thus management believes that thisinformation may be useful to investors. Such measures are also amongthe criteria upon which performance-based compensation may bedetermined.

Forward-Looking Statements

Some of the statements made by the Company in this press releaseare forward-looking. These statements include comments as to futureevents and trends affecting the Company's business, which are basedupon management's current expectations and are necessarily subject torisks and uncertainties, many of which are outside the control of theCompany. Forward-looking statements can be identified by such words as"anticipates," "estimates," "expects," "intends," "plans," "will" andsimilar expressions. The following are important factors that theCompany believes could cause actual results to differ materially fromthose in the Company's forward-looking statements: changes in rawmaterial and energy costs, the effects of animal and food-relatedhealth issues, import/export restrictions, market conditions, tax,interest and exchange rates, the success of new products,restructuring charges, costs and success of information systemsprojects, the application of new accounting pronouncements, and legalproceedings. A more extensive list and description of these and othersuch factors can be found under the heading "Forward-LookingStatements" in Management's Discussion and Analysis of Results ofOperations and Financial Condition, which appears in the Company'smost recent Annual Report on Form 10-K or Quarterly Report on Form10-Q and in the Company's other publicly-available filings with theSecurities and Exchange Commission.

SEALED AIR CORPORATION AND SUBSIDIARIES
Results for the periods ended September 30
(Unaudited)
(In millions, except per share data)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended September 30
----------------------------
% Increase
2005 2004 (Decrease)
-------- -------- ----------

Net sales by business segment:
Food packaging $ 635.5 $ 583.3 9
Protective packaging 384.2 360.9 6
-------- --------

Total net sales 1,019.7 944.2 8

Cost of sales 731.9 658.8 11
-------- --------

Gross profit 287.8 285.4 1
As a % of total net sales 28.2% 30.2%

Marketing, administrative and development
expenses 156.4 152.7 2
As a % of total net sales 15.3% 16.2%

Restructuring charges (1) 0.1 - ---
-------- --------

Operating profit 131.3 132.7 (1)
As a % of total net sales 12.9% 14.1%

Interest expense (37.7) (39.0) (3)

Other income, net 2.6 3.3 (21)
-------- --------

Earnings before income tax expense 96.2 97.0 (1)

Income tax expense 32.0 33.2 (4)
-------- --------

Net earnings $ 64.2 $ 63.8 1
======== ========
As a % of total net sales 6.3% 6.8%

Basic earnings per common share (2) $ 0.78 $ 0.76
======== ========

Diluted earnings per common share (2) $ 0.68 $ 0.66
======== ========

Weighted average number of common
shares outstanding:
Basic 82.8 83.8
======== ========

Diluted 98.0 99.0
======== ========


Nine Months Ended September 30
----------------------------
% Increase
2005 2004 (Decrease)
-------- -------- ----------

Net sales by business segment:
Food packaging $1,865.0 $1,716.5 9
Protective packaging 1,144.4 1,064.5 8
-------- --------

Total net sales 3,009.4 2,781.0 8

Cost of sales 2,148.2 1,926.7 11
-------- --------

Gross profit 861.2 854.3 1
As a % of total net sales 28.6% 30.7%

Marketing, administrative and
development expenses 485.2 466.6 4
As a % of total net sales 16.1% 16.8%

Restructuring charges (1) 1.3 - ---
-------- --------

Operating profit 374.7 387.7 (3)
As a % of total net sales 12.5% 13.9%

Interest expense (112.5) (115.0) (2)

Other income, net 11.7 9.1 29
-------- --------

Earnings before income tax expense 273.9 281.8 (3)

Income tax expense 91.1 96.5 (6)
-------- --------

Net earnings $ 182.8 $ 185.3 (1)
======== ========
As a % of total net sales 6.1% 6.7%

Basic earnings per common share (2) $ 2.20 $ 2.20
======== ========

Diluted earnings per common share (2) $ 1.92 $ 1.92
======== ========

Weighted average number of common
shares outstanding:
Basic 83.2 84.4
======== ========

Diluted 98.4 99.6
======== ========

(1) In the third quarter and first nine months of 2005, the Company
incurred restructuring charges for additional costs relating to
its global profit improvement initiatives announced in the fourth
quarter of 2004. The Company recorded a charge of $33 million in
the fourth quarter of 2004 for the cost of these projects to
improve the Company's operating efficiencies and cost structure.


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


SEALED AIR CORPORATION AND SUBSIDIARIES
Supplementary Information
Results for the periods ended September 30
(Unaudited)
(In millions, except per share data)
CALCULATION OF EARNINGS PER COMMON SHARE

Quarter Ended Nine Months Ended
September 30 September 30
------------- -----------------
2005 2004 2005 2004
----- ------ ---------- ------
Basic EPS:
Numerator

Net earnings ascribed to common
shareholders - basic $64.2 $ 63.8 $ 182.8 $185.3
===== ===== ========== ======

Denominator

Weighted average number of common
shares outstanding - basic 82.8 83.8 83.2 84.4
===== ====== ========== ======

Basic earnings per common share $0.78 $ 0.76 $ 2.20 $ 2.20
===== ===== ========== ======


Diluted EPS:
Numerator
Net earnings ascribed to common
shareholders - basic $64.2 $ 63.8 $ 182.8 $185.3

Add: Interest on 3% convertible senior
notes, net of income taxes (1) 2.0 2.0 5.9 5.9
----- ------ ---------- ------
Net earnings ascribed to common
shareholders - diluted $66.2 $ 65.8 $ 188.7 $191.2
===== ===== ========== ======

Denominator

Weighted average number of common
shares outstanding - basic 82.8 83.8 83.2 84.4

Effect of conversion of 3% convertible
senior notes (1) 6.2 6.2 6.2 6.2

Effect of assumed issuance of asbestos
settlement shares 9.0 9.0 9.0 9.0

----- ------ ---------- ------
Weighted average number of common
shares outstanding - diluted (2) 98.0 99.0 98.4 99.6
===== ====== ========== ======

Diluted earnings per common share $0.68 $ 0.66 $ 1.92 $ 1.92
===== ====== ========== ======


(1) The Company has retroactively applied the Emerging Issues Task
Force, known as the EITF, Issue No. 04-08, "The Effect of
Contingently Convertible Debt on Diluted Earnings per Share,"
which requires that the dilutive effect of contingent convertible
debt, such as the Company's 3% convertible senior notes due June
2033, be included in dilutive earnings per common share regardless
of whether the contingency permitting holders to convert the debt
into shares has been satisfied.

(2) In calculating diluted earnings per common share, the weighted
average number of common shares for the quarters and nine months
ended September 30, 2005 and 2004 provides for the conversion of
the Company's 3% convertible senior notes due June 2033 upon
application of EITF Issue No. 04-08, the assumed issuance of nine
million shares of common stock reserved for the Company's
previously announced asbestos settlement, which is discussed in
the Company's annual report on Form 10-K for the year ended
December 31, 2004, and the exercise of dilutive stock options, net
of assumed treasury stock repurchases.



SEALED AIR CORPORATION AND SUBSIDIARIES
Supplementary Information
Results for the periods ended September 30
(Unaudited)
(In millions)
BUSINESS SEGMENT INFORMATION AND CAPITAL EXPENDITURES (2)

BUSINESS SEGMENT INFORMATION:
-----------------------------------
Quarter Ended Nine Months Ended
September 30 September 30
---------------- -----------------
2005 2004 2005 2004
------ ------- ------- ------

Operating profit
Food Packaging $ 77.6 $ 78.4 $ 236.6 $225.7

As a % of food packaging net
sales 12.2% 13.4% 12.7% 13.1%

Protective Packaging 54.1 54.4 140.1 162.7

As a % of protective packaging
net sales 14.1% 15.1% 12.2% 15.3%

------- -------- --------- -------
Total segments 131.7 132.8 376.7 388.4

Restructuring charges (1) (0.1) - (1.3) -

Unallocated corporate operating
expenses (0.3) (0.1) (0.7) (0.7)

------- -------- --------- -------
Total $131.3 $ 132.7 $ 374.7 $387.7
====== ======= ======= ======

As a % of total net sales 12.9% 14.1% 12.5% 13.9%

Depreciation and amortization
Food Packaging $ 28.1 $ 29.1 $ 86.2 $ 87.0
Protective Packaging 14.1 15.3 44.1 46.4
------ ------- ------- ------
Total $ 42.2 $ 44.4 $ 130.3 $133.4

(1) The quarter and nine months ended September 30, 2005 includes a
$0.1 and $0.7 charge, respectively, related to Food Packaging and
no charge for the quarter and a $0.6 charge, respectively, related
to Protective Packaging.

----------------------------------------------------------------------

Quarter Ended Nine Months Ended
September 30 September 30
-------------- -----------------
2005 2004 2005 2004
------- ------ ---------- ------

CAPITAL EXPENDITURES: $25.3 $25.8 $66.6 $77.2
------------------------ ======= ====== ========== ======

----------------------------------------------------------------------

(2) The amounts shown are subject to change prior to the filing of the
Company's upcoming quarterly report on Form 10-Q. Any changes not
deemed to be material will be reflected in the Form 10-Q. Any
changes deemed to be material will be promptly disclosed.




SEALED AIR CORPORATION AND SUBSIDIARIES
Supplementary Information
September 30, 2005 and December 31, 2004
(Unaudited)
(In millions)
CONDENSED CONSOLIDATED BALANCE SHEETS

September December
30, 31,
2005 (1) 2004
--------- ---------

ASSETS

Current Assets:

Cash and cash equivalents $ 417.0 $ 358.0

Short-term investments --- available-for-sale
securities 37.0 54.1

Notes and accounts receivable, net of
allowances for doubtful accounts 669.2 662.5

Inventories 434.4 417.9

Other current assets 114.9 118.7

--------- ---------
Total current assets 1,672.5 1,611.2

Property and equipment:
Land and improvements 33.2 35.5
Buildings 507.9 524.9
Machinery and equipment 1,908.9 1,969.6
Other property and equipment 128.9 137.0
Construction-in-progress 74.2 46.5
--------- ---------
2,653.1 2,713.5
Less accumulated depreciation and amortization 1,728.8 1,704.9
--------- ---------
Property and equipment, net 924.3 1,008.6

Goodwill 1,945.3 1,953.4

Other assets 283.5 281.8

--------- ---------
Total Assets $4,825.6 $4,855.0
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term borrowings $ 22.4 $ 19.8

Current portion of long-term debt 243.6 3.8

Accounts payable 241.1 248.5

Asbestos settlement liability 512.5 512.5

Other current liabilities 438.4 434.9

Income taxes payable 57.7 84.3
--------- ---------

Total current liabilities 1,515.7 1,303.8

Long-term debt, less current portion 1,814.0 2,088.0

Deferred income taxes 20.9 26.9

Other liabilities 99.5 102.8

--------- ---------
Total Liabilities 3,450.1 3,521.5
--------- ---------

Total Shareholders' Equity 1,375.5 1,333.5

--------- ---------
Total Liabilities and Shareholders' Equity $4,825.6 $4,855.0
========= =========


(1) The amounts shown are subject to change prior to the filing of the
Company's upcoming quarterly report on Form 10-Q. Any changes not
deemed to be material will be reflected in the Form 10-Q. Any
changes deemed to be material will be promptly disclosed.