Good morning, everyone, and welcome to the Sealed Air conference call discussing the Company’s Fourth Quarter and Full Year 2008 Results. This call is being recorded. Leading the call today, we have William V. Hickey, President and Chief Executive Officer; and David H. Kelsey, Senior Vice President and Chief Financial Officer. After management’s prepared comments, they will be taking questions. (Operator Instructions) We do ask that you please limit yourself to one question and a brief related follow-up question per caller, so that others will have a chance to ask their questions. And now at this time, I would like to turn the conference over to Ms. Amanda Butler, Director of Investor Relations. Please go ahead.

Thank you Justin, and good morning, everyone. Before we begin our call today, I would like to remind you that statements made during this call stating management’s outlook or predictions for the future are forward-looking statements. These statements are made solely on information that is now available to us. Our future performance may be different due to a number of factors. Many of these factors are listed in our most recent annual report on to form 10-K or quarterly report on form 10-Q. We have also posted supplemental financial information and reconciliation of non-U.S. GAAP measures that we expect to discuss on our website at sealedair.com in the investor information section under quarterly results. At this time, I will turn it over to Bill Hickey, our CEO.

Thank you, Amanda. Good morning, everyone. I am Bill Hickey, President and CEO of Sealed Air Corporation. With me on the call today in addition to Amanda, we have Dave Kelsey our Chief Financial Officer. As an introduction, I will provide a few highlights of our business for the fourth quarter and full year 2008 as well as discuss our 2009 guidance. Dave will then review select details of our financial results. After Dave’s remarks, we will take your questions. 2008 was clearly a challenging and unpredictable year. Despite the volatility in commodity prices, weakening economic conditions, shifting buyer behavior, and de-stocking among industrial customers, we finished the year with earnings within our updated guidance and also continued to generate cash. By the fourth quarter, our margins reflected the benefits of the proactive actions we took earlier in the year to counter the challenges we tried to anticipate. These actions included our pricing initiatives, which we held through the fourth quarter and allowed us to recover approximately 95% of our incremental resin costs for the year, but they also included our cost savings programs and our expanded focus on operational efficiency. Here we completed our transition to the SAP enterprise system worldwide. We completed a three-year construction phase of our global manufacturing strategy. We applied stringent cost controls that reduced our full year operating expense ratio, and we implemented a broader cost reduction and productivity program in the third quarter. Despite these positive actions, unit volume sales declined as economic conditions weakened through the end of the year. With the greatest decline occurring in the fourth quarter and largely within our North American Protective Packaging business. This decline was due to lower manufacturing and retail activity as well as inventory de-stocking, not a shift in our market position. Overall, our…

As Bill mentioned, our sales were $11,168,000,000 for the quarter. For those participating in the call who would like additional details, tables posted on our website sealedair.com present the components of the change in net sales by business segment and by geography, the impact of foreign currency translation on sales, by geographic region and the percentage of sales by geographic region. As you saw in our financial statements, gross profit decreased $36 million in the fourth quarter compared to the prior year. Our lower sales volume, particularly in the Protective Packaging segment was the primary contributing factor. A second factor responsible for approximately one-third of the decrease was foreign currency translation. Marketing, administrative and development expenses decreased $25 million in the fourth quarter compared to the prior year. Approximately one-third of the decrease was attributable to foreign currency translation. Lower accruals from incentive compensation, lower travel expense, and some initial savings from our cost reduction and productivity program also contributed to the year-over-year decrease in spending. Bad debt expense, which gets recorded in this section was approximately $5 million for the quarter, higher than in prior periods, but still manageable. Operating profit was $114 million or 9.8% of revenue, adding back restructuring and other charges of $21 million increases operating profit to 11.6% of revenue. The decline of $11 million from the fourth quarter of 2007 is explained primarily by lower unit sales volumes in our Protective Packaging segment. Interest expense decreased $3 million in 2008 as compared to 2007, primarily reflecting the April retirement of our 5 and 3/8% notes. In the fourth quarter of 2008, we recorded an additional $20 million pre-tax charge to recognize the impairment related to a decline in the fair market value of all five option rate securities we hold. Three of the five…

Thank you, Dave. Operator, we would now like to open up the call to any questions from the participants.

(Operator Instructions) Your first questions comes from Ghansham Panjabi - Wachovia Capital.

In terms of your volume assumptions for ‘09, looking at ‘08 looks like volumes were down a couple percent, but the fourth quarter was down 7%. Why is it realistic to assume volumes will be down low single digits in 2009 when the global economy seems to be getting worse, not better?

Well, Ghansham, we sort of have taken two shots, maybe three shots at our budget and we’ve essentially brought some of the numbers down earlier to where we are now. Our assumption on low single-digit declines in 2009 are based on continued slowing through the first half of ‘09 with a gradual but tepid recovery beginning in the second half of ‘09. Looking at the volume for the fourth quarter, I think I mentioned it twice during my prepared comments, and Dave may have covered just briefly is that, we have sensed fair amount of de-stocking on the part of customers as they’ve reduced their inventories. We’ve actually seen inventory replacements at some of our customers not dramatically, but clearly the channel had gotten very low on inventory as they ended 2008.

Okay. And just as a follow-up question, looking at your U.S. business versus the international business and just the phase of the business cycle if you will, where do you think we are internationally including Europe, but referring more specifically to Asia-Pacific and Latin America?

I will give you sort of the quick summary is that the U.S. is still declining. In Europe, I actually bifurcate England and the rest of Europe. England, I actually think is sliding faster than the U.S. Europe is catching up to the U.S. pretty quickly, pretty dramatically. In Asia, you are seeing spill over from the U.S. You’re seeing spill over in Latin America. The numbers for the year in both China and Latin America as you heard me say except for Brazil and Latin America were still up, and their numbers through the fourth quarter were still positive, but not by much.

Your next question comes from George Staphos - Banc of America Securities.

I just wanted to piggyback on Ghansham’s question regarding volume trends. What assumption do you have built into North American red meat consumption for 2009, Bill? It would seem from some of the data we have seen that there is a bit of a slowing here and with the consumer perhaps pinched more than they were even in 2008 that we might see something worse than a low single-digit decline within red meat within North America as a follow-on?

George, the projections for the first part of ‘09 are looking at slaughter down depending on who you look at. I have seen numbers 1%, 3%, down 5% for the first half of 2009, flattening and maybe a slight up tick in the latter half of ‘09. Pretty much the same with in terms of pork we saw pork flat in ‘09 versus ‘08, so you got to remember our mix is not just beef. You got the pork component and you’ve got the poultry component, and our food business represents the composite of all three of those, but if I look at the mix, the beef will be down more, pork will be more flat, and probably poultry will be pretty close to flat. So that’s sort of how we get to the food numbers, George, for ‘09.

Okay. And as far as we’ll call it the Berkshire notes go, do you have an ability to prepay those notes early should you find that ultimately you didn’t need the capital for whatever reason, and is the operating assumption that the convertible notes for 2010 that you won’t get any further financing because your operating cash flow will be able to handle that?

I will ask Dave to take that one, George.

George, the notes have a five-year term to them, and there is no ability to prepay them. So, we are entering into a five-year agreement with the lenders. Regarding the outlook sort of into the dark depths of our crystal ball in June of 2010, we think that with this $300 million borrowing that we have a reasonable liquidity projection both from operations and borrowing sources to address that when it comes to, but there are a number of other options as well that we’re currently working on and we’ll continue to work on for the balance of this year to make sure that liquidity, which is not an issue for us today does not become an issue for us in the future.

Your next question comes from Rosemarie Morbelli - Ingalls & Snyder. Rosemarie Morbelli - Ingalls & Snyder : Could you give us a little more detail on the positive price mix in both categories and is it more price? Is it more mix? Is it bit of more or less balance version of both of them, and then as a follow-up, how confident are you that you will be able to hold onto the price increases and will not have to give them up in 2009, particularly as your raw material costs starts coming down?

Rosemary, let me go back and say that most of the price mix is price consistent with the comments we have made on our last couple of quarterly calls that we have been raising prices to offset and to try to get ahead of the volatile increases we saw in resin prices in 2008. We expect to retain most of those price increases. If you look at the pattern Sealed Air has over various other cycles, there is a [catch up] on the upside, and the recovery on the downside essentially the results in margin expansion, which we are beginning to see now. Rosemarie Morbelli - Ingalls & Snyder : Regardless of what happens to the volume you still expect your operating margin to improve ‘09 versus ‘08?

I think if you do the numbers in my guidance for the year, you will reach a similar conclusion. Rosemarie Morbelli - Ingalls & Snyder : Even at the $1.25?

Yeah. I am not going to go granular on the range, Rosemary. You will have to do that yourself.

Your next question comes from Richard Skidmore - Goldman Sachs.

Just to follow-up a little bit on the 2009 guidance a little bit versus 2008. Just trying to bridge between the two ‘08 to ‘09 and just to make sure I understood correctly, it sounds like you have 50 to 60 million of cost saves and benefit from GMS offset by currency, and you’re going to benefit from price and mix. Is the negative delta then just primarily related to volume and the volume impact is going to be something like $50 million or $60 million negative in 2009?

You have done a good job. The biggest impact is probably FX. If you look at the range in foreign exchange, I think in our guidance in the press release we used $300 million to $400 million impact on the top line, and the remainder is volume, and of course the FX is just our assumption now. I am not willing to tell you what the euro will actually be at the end of ‘08-’09.

Your next question comes from Claudia Hueston - J.P. Morgan.

I thought the result in food solutions was a little bit better than I expected, the operating margin in particular was a lot stronger than we had forecasted, and I wondered if you could just talk a little about what drove that and how sustainable you think this kind of operating margin is?

Yeah Claudia on just food solutions. That’s a business that primarily focuses on away from home eating, it is sort of our away from home version, and I think what the business has done is focus on QSRs, focus on ready meals, and it really has had some good improvement in Case-Ready, which is also part of that business. I didn’t mention a number exactly, but despite the loss of over $50 million in volume at one retailer in 2007, we did end up positive in case ready at 7.4%. As that business reduces its dependence on outsourced trays, which has been a factor in that business. If you recall, several hundred million dollars of the volume in food solutions is outsourced products on which we obtain only a small margin. As we leverage the rest of the business, primarily manufactured products, we should continue to see stability and perhaps improvement over the longer term in food solutions margins.

That’s very helpful. A quick question on the protective side of the business. I just wondered if you could comment a little bit about demand trends over the course of the fourth quarter and if you have any information just on the first couple of weeks of January. Are things getting materially worse in that business, particularly North America or is it sort of stabilized?

Let me sort of go and say that fourth quarter was sort of up down, and up kind of thing. You could tell by watching the channel that customers were carefully managing their inventory. The one thing which we typically see in holiday seasons is you will see a re-buy, generally you will get a re-buy between the fifth and the tenth of December for those that didn’t buy enough material for their holiday packing and holiday shipping. There is a one last look, particularly for the online retailers. That didn’t happen this year. That didn’t happen, so the normal pick-up in December consistent happen, but we saw continued inventory shrinking. I’d rather not comment on the first week in January yet.

Your next question comes from Reik Read - Robert W. Baird & Co. Reik Read - Robert W. Baird & Co.: I wanted to see if you guys could comment a little bit more on the operating expense side of things. When I look at things sequentially, revenue was down a little bit, but the operating expenses exceeded that pretty nicely. Can you talk about how much of that was one-time in nature, i.e. just good cost discipline in a difficult environment, and how much of that is sustainable based on the things that you have been doing?

As Bill mentioned, we are expecting for the total year 2009 that expenses will be no greater than 16%, so it is not expected that we’re going to sustain the fourth quarter spending levels as a percent of revenue of below 15%. We are starting to see some benefit in the fourth quarter from the cost reduction program that we announced back in July. We also had some benefit from foreign exchange as we translate the expenses of our overseas operations back into U.S. dollars, and then we had other savings that we have put into the belt-tightening category, particularly as it relates to travel and meetings and we would expect those to be sustainable into the New Year. So, I wouldn’t say there are any big one-time charges with the one exception of annual incentive compensation, we tend to true that up as we go through the year, and given the fall-off in the performance of the business in the second half, we did reduce our accruals in the second half of the year, so that did have some impact on the fourth quarter expenses. Reik Read - Robert W. Baird & Co.: Okay. And then, Dave, can you just comment on what you think as you get into the 2009 timeframe, expectations for working capital?

As I mentioned in my comments, the inventory and receivables balances we think have tracked well with the performance of the business. We don’t see any adverse performance developing in those areas. As foreign currency has an impact there, something in the order of $300 million or $400 million potentially on our top line, that will get reflected in the reported balances of inventory and receivables on our books, but it is tough for me to say that translates into cash flow, because it is just a translation impact. The cash flow from operations, we think as a percent of sales will continue to track well. We have reduced costs as Bill mentioned. We expect margins to continue to be respectable in 2009, so no big issues in terms of the company being able to continue to live up to its reputation as a reliable generator of cash in good times and bad. Reik Read - Robert W. Baird & Co.: And would you expect the first half though to be a little bit more positive just given the slowing you’re talking about in terms of cash flow from working capital?

Certainly on the working capital side we would expect impact in the first half of the year and cash from operations does tend to be more loaded into the second and third quarters of the year.

Your next question comes from Peter Rushmire - Barclays Capital.

I was hoping you could help us to quantify the resin inflation that you faced for all of ‘08 and if oil is in fact $57 in ‘09, what does that imply the resin costs relief is for ‘09?

Let me comment on your number. I think we have said through the year 2008 as we went through quarter-by-quarter. The impact for the year was something over $120 million as additional costs in 2008 over 2007. And if you then take that back the other way in terms of 2008 to 2009, we’re looking at something in the $100 million range.

On a related point, if we were to look at the annualized run rate from the fourth quarter given the stickiness of some of the resins, how much would the run rate be down already from the fourth quarter versus how much is still ahead of us?

I am not sure I understand or prepared to answer that right now. Our assumption I will tell you is that we’re using the fourth quarter as a going-in point to 2009. We’re looking at that being in that sort of general range through the second quarter, and then the likelihood that there will be an up tick in the second half of the year ending up where our 57 average, and the oil is now averaging under 50 for the first three weeks of January. So, obviously our assumption of 57 takes us to some number over 60 by the end of the year.

If I could ask just a quick financial question, maybe for Dave. Is it possible to comment on the performance of the pension in ‘08, your outlook for the funding status, whether you plan to contribute or not, and whether you can provide guidance on the non-cash pension impact on the income statement?

Pension is a very modest liability for us. Frankly, it is so modest it is not the kind of question we prepare for these earnings calls. We’re talking about a funding requirement that’s significantly less than $20 million, maybe less than $10 million a year. Most of the programs we have except for ones that is are government mandated are frozen. So, as we look at 2009, sources and uses of cash, pension is nothing more than a footnote.

Operator, let me just take a couple of questions that have come in from the Internet, which I will just take right now. The first question that came in on the call is; what is the approximate amount of Sealed Air’s equipment sales in 2008 and how does this compare to 2007 replacement cycle and years? Equipment has always been less than 10% of our business. We have always liked to characterize our model as razor and razor blade, and the 90% business is the consumable which is used over and over again. Equipment placements are up slightly in 2008 over 2007 and as I believe I said during my prepared comments, most of that was in the first three quarters of the year. The equipment life cycle, it is very different depending on the business we’re in. On the protective side, some of the packaging systems we place at customers generally run three to four years. Some of the more expensive food packaging equipment runs kind of seven to ten years. So there is a mix and the price tag on those ranges anywhere from $1,500 to close to $1 million again depending on the type of equipment. So, I can’t put it into a simple couple of points, but it is a relatively small part of the business, but it does drive use of consumables. Next question quickly off the Internet. 2009 will be clearly reflected by the economy, longer term, we are still committed to the business segment performance that we outlined earlier in 2008, and I won’t predict how quickly we’ll get back to that because the best economists in the world have yet to figure out how we’re going to get out of the slump we’re in right now, but our expectations have not changed. There is a comment about, will we expanded the liquidity from $300 million note. We think we purchased shares in 2009 versus 2008, I just will not comment on that right now. Let me move down here. What percentage of our 2008 European sales are in the U.K. versus continental Europe? Europe is about 26% to 28% of our overall business, and the U.K. is probably less than 10% of our total business, so I didn’t do the math, but the U.K. had something less than a third of the European part of the business. Next question is, is there any equity component to the $300 million notes issued to Davis and Berkshire? No. It is straight debt as Dave said, five-year no call straight debt. And another question on the Internet. What is management’s assumption for resin price reductions for Sealed Air in 2008 excluding volume declines? I think I mentioned that answering the past call is something in the $100 million range, probably just under that number. Let me go back to the next call on the telephone, operator.

Your next question comes from Joseph Naya - UBS.

When you were talking about volume trends you saw through 2008, you mentioned that part of it was kind of customer de-stocking and part of it was weaker demand. I know it is tough to quantify, but I was just wondering if you could offer any color as to kind of how you saw the break-up between those two components and if you see the de-stocking gaining as you go forward.

Joseph, that’s a tough call. I really can’t give you any color because different customers have different issues, but I will say credit markets have focused customers. Our customers on their inventory levels so they’re both a factor. I just wouldn’t venture to say how much was de-stocking versus how much was ultimate measure customer demand.

The one large customer switch that you had, are we past that at this point? Is it anniversaries or will we see continued issues in the comparison going forward?

It anniversaried at the end of November, so Case-Ready will not have that drag going forward into 2009.

Your next question comes from John McNulty - Credit Suisse.

Two quick questions; the first one with regard to the softer economy, have you seen your customers start to downshift yet toward slightly lower value say protective products or even on the food side or is that something that you don’t expect quite as much of this time around given that they may have already done it when resin prices were spiking and really pinching them in the first place?

We haven’t seen much on that. I will say I know of two customers in Europe who are actually looking at switching down, but that’s the only quantitative reference I had. I think your point is a lot of customers have already done that as we went through the price increases of 2008.

And then just the other question on the working capital side just to dig in maybe a little bit deeper, looking back to the past two recessions, Sealed Air has seen pretty significant increases or seen their working capital as a real source of cash for them in the past couple of recessions. With that in mind, and the idea that you finally got the SAP systems fully implemented and you’ve got raw materials dropping off the way that you have. Should we be expecting similar type improvements in working capital in ‘09 as we have seen in the past recessions?

John, I think it is reasonable to conclude that working capital given our assumptions for 2009 is going to be a source of funds and not a use of funds. I am going to leave it up to your own modeling capabilities to decide exactly how large a source of funds it will be, but you’re headed in the right direction.

Your next question comes from Fritz Boncart - Sage Asset Management.

My questions have been asked and answered. Thank you.

Your next question comes from George Staphos - Banc of America Securities.

Bill, can you give us a bit more detail on the equipment installation that’s occurring in Eastern Europe? I think you said it was for a food customer, but I wanted to verify that and if that was the case what type of product, what type of customer, and I had a follow-up question on that.

It is a food packaging customer. It is a food packaging customer that is processing pork.

And what kind of revenue increment could this wind up being say middle of the five-year program?

I am not sure I can kind of go there, but they will be processing roughly 10 million plus barrier bags.

Okay. So not a lot of effect early on.

No.

Fair enough. Back to CapEx, in the environment that we have going into 2009, Dave, why would you spend anything on growth CapEx right now?

Well, as Bill tried to give you in his flavor, there are in fact parts of the business that are growing. As customers focus on those solutions that we have that add value for them, we see growth opportunities in ready meals and our vertical pouch packaging business to name a couple. There are opportunities potentially in the medical area that would also warrant additional spending, but that’s the budget or the forecast if you will or the guidance. It is not anything that we have committed to spend. There is in that 120 to 125 some roll over of growth projects that were approved in the last two years, so if you…

100 to 125, right?

Yes. So the maintenance I think we have said has tended to run in the $70 million range, so it is not a lot in there for growth, but we do expect there to be some opportunities that have good paybacks that we will do to support some of the growth areas of the business.

I think that last point you made if customers are coming to you in an uncertain environment to put capital into the business, hopefully they’re willing to pay a sufficiently higher return and price for that given the environment. Anyway I will turn it over.

Let me take another question here from the Internet. I have a question, is the revolving credit facility secured? How much security is available? Let me just sort of go right to the answer here, is that all of Sealed Air’s borrowings are unsecured. Let me move onto the next question. A question about of the 300 million commitment what’s the commitment amount of Davis Berkshire. I’m not prepared to disclose that. I think that’s all we have on the Internet. Do we have any questions left on the telephone, operator?

Rosemarie Morbelli - Ingalls & Snyder : In the other category you are now doing the production and distribution of Ethafoam internally. I would have presumed that that would have impacted your margins positively. Why is it part of the negative factors on the other? This is how I read the press release?

Let me just go through the chronology with you. When we bought the Ethafoam business on November 16, 2007, it came with essentially the product line, customer list; it did not include any manufacturing facilities. For all of 2008 or just about all of 2008, we bought all of the product that we sold as Ethafoam from the seller of the business who is the Dow Chemical Company. We immediately began to build a factory in Louisville, Kentucky, and one in [Ostrava], Poland where we will self-manufacture the Ethafoam product line. Between getting the buildings up, getting the equipment ordered, getting everything installed and started up. We really are only beginning to self-manufacture within weeks, so the impact year-over-year in the fourth quarter where you essentially had no Ethafoam sales except for December which was not a very big month versus 2008 where we bought the full quarter’s supply at a transfer price, which really gave Sealed Air a relatively modest margin for selling the product. In 2009, we will be manufacturing it ourselves, but through 2008 including the fourth quarter we were not. Rosemarie Morbelli - Ingalls & Snyder : In 2009, the margin should actually improve as it has to be more efficient for you to do it than buy it via someone else?

Absolutely Rosemary, absolutely. Okay. Operator, I think that wraps up our questions. I really want to thank everyone for participating in the call today. For those of you who do not know it, today is the Ninth Annual Celebration of Bubble Wrap Appreciation Day. It is that time the middle of winter when we commemorate and we celebrate the favorite pop of people around the world. So if you haven’t sent out your Bubble Wrap Appreciation Day cards, there is still some time. I would also like to thank all of our employees and partners around the world for all of your effort and hard work in a very, very difficult year. As a team, we continue to believing and remain committed to our long-term growth strategies that capitalize on our strong global footprint, diverse product portfolio, and strong customer service levels. We will stay the course on innovation. We will continue to capitalize on growth opportunities in emerging markets. We will invest wisely in our core businesses, and we will improve efficiency and productivity to optimize our cost structure and most importantly, we will stay focused on our customers, combined with maintaining a strong balance sheet, healthy cash flows, and a solid liquidity position to meet our financial obligations. We are well-positioned for growth once market conditions improve. Thank you all for taking the time to listen to us today.

That does conclude today’s teleconference. We would like to thank everyone for their participation and wish everyone a great day.