New York, November 14, 2012 -- Moody's Investors Service (Moody's) assigned a B1 rating to the Sealed Air Corp's (Sealed Air) new senior unsecured bonds. Other ratings remain unchanged and the ratings outlook remains stable. Moody's assigned a B1 rating to the proposed $850 million of senior unsecured bonds due 2020 and 2022 (amounts for eacch not yet determined). The proceeds of the transaction will be used to refinance the outstanding $400 million 5.625% senior notes due 2013 and $400 million 7.875% senior notes due 2017.

Moody's took the following rating action:

Sealed Air Corp.

-Assigned B1 (LGD 5-72%) to Gtd. Sr. Global Notes in 2020

-Assigned B1 (LGD 5-72%) to Gtd. Sr. Global Notes in 2022

The following ratings remain unchanged:

Sealed Air Corp.

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

US$ 500 million Senior Secured Revolving Credit Facility due 10/3/2016, Ba1 (LGD 2-17%)

US$ 200 million Senior Secured Multi Curr. Rev. Credit Facility due 10/3/2016, Ba1 (LGD 2-17%)

US$ 794.6 million Senior Secured Term Loan A due 10/03/2016, Ba1 (LGD 2-17%)

JPY 11,454(US$ 142.23) million Senior Secured Term Loan A due 10/3/2016, Ba1 (LGD 2-21%) (To be withdrawn after the transaction closes)

CAD 82.7 (US $83) million Senior Secured Term Loan A due 10/3/2016, Ba1 (LGD 2-17%)

US$ 575 million Senior Secured Term Loan B due 10/3/2018, Ba1 (LGD 2-17%)

US$ 790 million Senior Secured Term Loan B due 10/03/2018, Ba1 (LGD 2-21%) (To be withdrawn after the transaction closes)

US$ 400 million 5.625% Senior Unsecured Global Notes due 07/15/2013, B1 (LGD 5-72%) (To be withdrawn after the transaction closes)

US$ 400 million 7.875% Gtd. Global Unsecured Notes due 06/15/2017, B1 (LGD 5-72%) (To be withdrawn after the transaction closes)

US$ 750 million 8.125% Senior Global Unsecured Notes due 09/15/2019, B1 (LGD 5-72%)

US$ 750 million 8.375% Senior Global Unsecured Notes due 09/15/2021, B1 (LGD 5-72%)

US$ 450 million 6.875% Senior Global Unsecured Notes due 07/15/2033, B1 (LGD 5-72%)

The rating outlook is stable.

Diversey Co., Ltd. (Japan)

JPY 6,400 million (USD $80 million) JPY Term Loan A due 10/3/2016, Ba1 (LGD 2-17%)

Sealed Air B.V. and Diversey Europe B.V.

EUR 55.8(US$ 71.65) million Senior Secured Term Loan A due 10/03/2016, Ba1 (LGD 2-17%)

EUR 300(US$ 385.35) million Senior Secured Term Loan B due 10/03/2018, Ba1 (LGD 2-21%) (To be withdrawn after transaction closes)

Sealed Air B.V.

EUR 175 million Senior Secured Term Loan B due 10/3/2018, Ba1 (LGD 2-17%)

The ratings are subject to the receipt and review of thee final documentation.

RATINGS RATIONALE

The Ba3 corporate family rating reflects the company's scale (as measured by revenue), wide geographic exposure and low customer concentration of sales. Sealed Air has a track record of successful innovation and continues to invest in R&D. The company is also an industry leader in certain segments. The company's customer base is highly diverse, with no single customer representing more than 5% of its 2010 net sales. Sealed Air has maintained long-term relationships with many of its top customers and has a significant base of equipment installed on the customers' premises. Approximately 50% of sales are from food and food processing related end markets. The company also has sufficient liquidity.

The rating is constrained by weakness in certain credit metrics, a disparate product line and the concentration of sales in cyclical and event risk prone segments. The rating is also constrained by the significant competition in the fragmented market, some commoditized products, the mixed contract and cost pass through position, and uncertainty of the timing of the asbestos related liability and related tax refunds.. Despite an overlap in customers and distribution channels, Diversey's product line is substantially different from Sealed Air's. Sealed Air has a significant exposure to cyclical and event risk prone end markets (protective packaging and meat). All of the company's segments operate in competitive and fragmented markets and will need to continue to develop new products and innovate in order to maintain their competitive advantage as many innovations eventually may be copied.

The rating outlook is stable. The stable outlook is predicated upon the maintenance of a sufficient cash balance to cover a significant portion of the asbestos-related liability, timely integration of the Diversey acquisition and management's stated commitment to dedicate free cash flow to debt reduction over the intermediate term. The stable outlook is also predicated upon the maintenance of strong liquidity and stability in the competitive and operating environment.

The ratings could be downgraded if there is deterioration in credit metrics or the operating and competitive environment. Sealed Air will also need to maintain adequate liquidity including sufficient cash on hand to cover a significant portion the asbestos related liability and daily cash needs, sufficient availability under the revolver, and adequate cushion under financial covenants. Specifically, the rating could be downgraded if debt to EBITDA remains above 5.3 times, EBIT interest coverage declines below 2.0 times, free cash flow to debt declines below the mid-single digits, and/or the EBIT margin declines below 10%.

The ratings could be upgraded if Sealed Air sustainably improves credit metrics within the context of a stable operating and competitive environment. Sealed Air will also need to maintain adequate liquidity including sufficient cash on hand to cover daily cash needs and a significant portion of the asbestos related liability, sufficient availability under the revolver, and adequate cushion under financial covenants. Specifically, the ratings could be upgraded if debt to EBITDA declines below 4.6 times (including the asbestos related liability), EBIT interest coverage rises above 3.0 times, free cash flow to debt increases above 8%, and/or the EBIT margin rises above 12.5%.

The principal methodology used in rating Sealed Air Corp. was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

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Edward Schmidt Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Brian Oak MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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