SEE 10-K Annual Report Dec. 31, 2024 | Alphaminr
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SEE 10-K Fiscal year ended Dec. 31, 2024

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SEALED AIR CORP/DE
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters andprintItem 6. [reserved]printItem 7. Management's Discussion and Analysis Of Financial Condition and Resultsof OperationsprintItem 7. Management's Discussion and Analysis Of Financial Condition and ResultsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Organization and Nature Of OperationsprintNote 2 Summary Of Significant Accounting Policies and Recently Adopted and Issued Accounting StandardsprintNote 3 Revenue Recognition, Contracts with CustomersprintNote 4 LeasesprintNote 5 AcquisitionsprintNote 6 SegmentsprintNote 7 Inventories, NetprintNote 8 Property and Equipment, NetprintNote 9 Goodwill and Identifiable Intangible Assets, NetprintNote 10 Accounts Receivable Securitization ProgramsprintNote 11 Accounts Receivable Factoring AgreementsprintNote 12 Supply Chain Financing ProgramprintNote 13 Restructuring ActivitiesprintNote 14 Other Current and Non-current LiabilitiesprintNote 15 Debt and Credit FacilitiesprintNote 16 Derivatives and Hedging ActivitiesprintNote 17 Fair Value Measurements, Equity Investments and Other Financial InstrumentsprintNote 18 Profit Sharing, Retirement Savings Plans and Defined Benefit Pension PlansprintNote 19 Other Post-employment Benefit PlansprintNote 20 Income TaxesprintNote 21 Commitments and ContingenciesprintNote 22 Stockholders EquityprintNote 23 Accumulated Other Comprehensive LossprintNote 24 Other Expense, NetprintNote 25 Net Earnings Per Common ShareprintNote 26 Events Subsequent To December 31, 2024printItem 9. Changes in and Disagreements with Accountants on Accounting Andfinancial DisclosureprintItem 9. Changes in and Disagreements with Accountants on Accounting andprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Managementand Related Stockholder MattersprintItem 12. Security Ownership Of Certain Beneficial Owners and ManagementprintItem 13. Certain Relationships and Related Transactions, and DirectorindependenceprintItem 13. Certain Relationships and Related Transactions, and DirectorprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2.2 Purchase Agreement, dated as of March 25, 2017, by and between the Company and Diamond (BC) B.V. (Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-12139, in incorporated herein by reference.) 2.3 Purchase Agreement, dated October 31, 2022, by and among LB Super Holdco LLC, LB Holdco, Inc., Cryovac International Holdings, Inc., solely for the purposes of certain provisions therein, LB Jersey Holdco Limited, and, solely for the purposes of guaranteeing certain obligations of Buyer, Sealed Air Corporation. (Exhibit 2.1 to the Companys Current Report on Form 8-K, Date of Report October 31, 2022, File No. 1-12139, is incorporated herein by reference.) 3.2 Amended and Restated By-Laws of the Company as currently in effect. (Exhibit3.1 to the Companys Current Report on Form 8-K, Date of Report October 19, 2023, File No.1-12139, is incorporated herein by reference.) 4.1 Indenture, dated as of July 1, 2003, by and among Sealed Air Corporation and SunTrust Bank. (Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 1-12139, is incorporated herein by reference.) 4.2 Form of 6.875% Senior Note due 2033. (Sections 204 and 205 to the Company's Indenture, dated as of July 1, 2003, Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 1-12139, is incorporated herein by reference.) 4.3 Indenture, dated as of November 26, 2019, by and among Sealed Air Corporation, Guarantors party thereto, and U.S. Bank National Association. (Exhibit 4.1 to the Company's Current Report on Form 8-K, Date of Report November 21, 2019, File No. 1-12139, is incorporated herein by reference.) 4.4 Form of 4.000% Senior Note due 2027. (Exhibit 4.2 to the Company's Current Report on Form 8-K, Date of Report November 21, 2019, File No. 1-12139, is incorporated herein by reference.) 4.5 Indenture, dated as of September 29, 2021, by and among Sealed Air Corporation, Guarantors party thereto and U.S. Bank National Association. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report September 28, 2021, File No. 1-12139, is incorporated herein by reference.) 4.6 Form of 1.573% Senior Secured Notes due 2026. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report September 28, 2021, File No. 1-12139, is incorporated herein by reference.) 4.7 Indenture, dated as of April 19, 2022, by and among Sealed Air Corporation, Guarantors party thereto and U.S. Bank Trust Company, National Association. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report April 18, 2022, File No. 1-12139, is incorporated herein by reference.) 4.8 Form of 5.000% Senior Note due 2029. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report April 18, 2022, File No. 1-12139, is incorporated herein by reference.) 4.9 Indenture, dated as of January 31, 2023, by and among Sealed Air Corporation, Sealed Air Corporation (US), Guarantors party thereto and U.S. Bank Trust Company, National Association. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report January 27, 2023, File No. 1-12139, is incorporated herein by reference.) 4.10 Form of 6.125% Senior Note due 2028. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report January 27, 2023, File No. 1-12139, is incorporated herein by reference.) 4.11 Indenture, dated as of November 20, 2023, by and among Sealed Air Corporation, Sealed Air Corporation (US), Guarantors party thereto and Truist Bank. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report November 15, 2023, File No. 1-12139, is incorporated herein by reference.) 4.12 Form of 7.250% senior note due 2031 (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report November 15, 2023, File No. 1-12139, is incorporated herein by reference.) 4.13 Description of Securities. (Exhibit 4.15 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12139, is incorporated herein by reference.) 4.14 Indenture, dated as of June 28, 2024, by and among Sealed Air Corporation, Sealed Air Corporation (US), Guarantors party thereto and U.S. Bank Trust Company, National Association) (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report June 24, 2024, File No. 1-12139, is incorporated herein by reference.) 4.15 Form of 6.500% senior note due 2032 (Exhibit 4.2 to the Companys Current Report on Form 8-K. Date of Report June 24, 2024, File No. 1-12139, is incorporated herein by reference.) 10.2 Agreement in Principle, dated November27, 2002, by and among the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Asbestos Property Damage Claimants, the Company, and the Companys subsidiary, Cryovac, Inc. (Exhibit10.22 to the Companys Annual Report on Form10-K for the year ended December31, 2002, File No.1-12139, is incorporated herein by reference.) 10.4 Sealed Air Corporation 2002 Stock Plan for Non-Employee Directors, as amended April13, 2010. (Exhibit10.7 to the Companys Quarterly Report on Form10-Q for the quarter ended March31, 2010, File No.1-12139, is incorporated herein by reference.)* 10.5 Sealed Air Corporation Deferred Compensation Plan for Directors. (Exhibit10.8 to the Companys Quarterly Report on Form10-Q for the quarter ended March31, 2010, File No.1-12139, is incorporated herein by reference.)* 10.6 Amendment to the Sealed Air Corporation Deferred Compensation Plan for Directors. (Exhibit10.7 to the Companys Annual Report on Form10-K for the year ended December31, 2014, File No.1-12139, is incorporated herein by reference.)* 10.7 Sealed Air Corporation Executive Severance Plan, as amended and restated effective June 1, 2024. (Exhibit10.1 to the Companys Current Report on Form8-K, Date of Report May 30, 2024, File No.1-12139, is incorporated herein by reference.)* 10.8 Fees to be paid to the Company's Non-Employee Directors 2025* 10.9 Fees to be paid to the Company's Non-Employee Directors - 2024. (Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, File No. 1-12139, is incorporated herein by reference.)* 10.10 Sealed Air Corporation Annual Incentive Plan, as amended and restated on October 4, 2017 (Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.11 Sealed Air Corporation Deferred Compensation Plan for Key Employees (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report June 25, 2013, file No. 1-12139, is incorporated herein by reference.)* 10.12 Sealed Air Corporation Policy on Recoupment of Incentive Compensation from Executives in the Event of Certain Restatements, as amended February18, 2010. (Exhibit10.2 to the Companys Current Report on Form8-K, Date of Report February18, 2010, File No.1-12139, is incorporated herein by reference.)* 10.13 2014 Omnibus Incentive Plan (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 22, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.14 2014 Omnibus Incentive Plan (as amended and restated effective May 17, 2018) (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 17, 2018, File No. 1-12139, is incorporated herein by reference.)* 10.15 2014 Omnibus Incentive Plan (as amended and restated effective May 18, 2021) (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 18, 2021, File No. 1-12139, is incorporated herein by reference.)* 10.16 Amendment to the Sealed Air Corporation 2014 Omnibus Incentive Plan (effective May 23, 2024) (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 23, 2024, File No. 1-12139, is incorporated herein by reference). 10.17 Fourth Amended and Restated Syndicated Facility Agreement, dated as of March 25, 2022, by and among Sealed Air Corporation and certain of its subsidiaries party thereto, Bank of America, N.A., as agent, and the other financial institutions party thereto. (Exhibit 10.1 to the Company's Current Report on Form 8-K, Date of Report March 25, 2022, File No. 1-12139, is incorporated herein by reference.) 10.18 Amendment No. 1 to Fourth Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement, dated December 8, 2022, by and among Sealed Air Corporation and certain of its subsidiaries party thereto, Bank of America, N.A., as agent, and the other financial institutions party thereto. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report December 8, 2022, File No. 1-12139, is incorporated herein by reference.) 10.19 Amendment No. 2 to Fourth Amended and Restated Syndicated Facility Agreement, dated February 1, 2023, by and among Sealed Air Corporation, on behalf of itself and certain of subsidiaries, Bank of America, N.A., as agent and other financial institutions party thereto. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, File No. 1-12139, is incorporated herein by reference.) 10.20 Amendment No. 3 to Fourth Amended and Restated Syndicated Facility Agreement, dated as of May 28, 2024, by and among Sealed Air Corporation, for an on behalf of itself and certain of its subsidiaries, and Bank of America, N.A., as agent for and on behalf of the Lenders and other secured parties thereunder. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. File No. 1-12139, is incorporated herein by reference.) 10.21 Equity Purchase Agreement, dated as of April 30, 2019, by and between the Company, Automated Packaging Systems, Inc. and the Seller Parties named therein. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, File No. 1-12139, is incorporated herein by reference.) 10.22 Offer letter, dated March 15, 2023, between Dustin Semach and Sealed Air Corporation (Exhibit 10.1 to the Company's Current Report on Form 8-K, Date of Report March 15, 2023, File No. 1-12139, is incorporated herein by reference.)* 10.23 Offer Letter Amendment, dated March 20, 2023, between Dustin Semach and Sealed Air Corporation (Exhibit 10.2 to the Company's Current Report on Form 8-K, Date of Report March 15, 2023, File No. 1-12139, is incorporated herein by reference.)* 10.24 Offer Letter, dated June 7, 2024, between Patrick Kivits and Sealed Air Corporation. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report June 7, 2024, File No. 1-12139, is incorporated herein by reference.)* 10.25 Letter agreement, dated June 11, 2024, between Emile Chammas and Sealed Air Corporation. (Exhibit 10.2 to the Companys Current Report on Form 8-K, Date of Report June 7, 2024, File No. 1-12139, is incorporated herein by reference.)* 10.26 Letter agreement, dated June 11, 2024, between Dustin Semach and Sealed Air Corporation. (Exhibit 10.3 to the Companys Current Report on Form 8-K, Date of Report June 7, 2024, File No. 1-12139, is incorporated herein by reference.)* 10.27 Letter Agreement, dated February 12, 2025, between Dustin Semach and Sealed Air Corporation (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report February 12, 2025. File No. 1-12139, is incorporated herein by reference.)* 10.28 Form of Notice of Grant of Restricted Stock Unit Award (Time-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 13, 2018 (Exhibit 10.40 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.29 Form of Notice of Grant of Restricted Stock Unit Award (Time-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 16, 2015. (Exhibit 10.44 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.30 Form of Notice of Grant of Restricted Stock Unit Award (Performance-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 13, 2018 (Exhibit 10.42 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.31 Form of Notice of Grant of Restricted Stock Unit Award (Performance-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 16, 2015. (Exhibit10.45 to the Companys Annual Report on Form10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.32 Form of Notice of Grant of Restricted Stock Unit Award (Stock Leverage Opportunity) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 13, 2018 (Exhibit 10.44 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.33 Form of Notice of Grant of Restricted Stock Unit Award (Stock Leverage Opportunity) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 16, 2015. (Exhibit10.46 to the Companys Annual Report on Form10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.34 Form of Notice of Grant of Restricted Stock Award (Time-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 13, 2018 (Exhibit 10.46 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.35 Form of Notice of Grant of Restricted Stock Award (Time-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 16, 2015. (Exhibit10.47 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 19 Sealed Air Insider Trading Policy 21 Subsidiaries of the Company. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Dustin J. Semach pursuant to Rule13a-14(a), dated February 26, 2025. 31.2 Certification of Veronika Johnson pursuant to Rule 13a-14(a), dated February 26, 2025. 32 Certification of Dustin J. Semach and Veronika Johnson pursuant to 18U.S.C. 1350, dated February 26, 2025. 97 Sealed Air Corporation Clawback Policy(Exhibit97to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, File No. 1-12139, is incorporated herein by reference.)*