SEE 10-K Annual Report Dec. 31, 2017 | Alphaminr

SEE 10-K Fiscal year ended Dec. 31, 2017

SEALED AIR CORP/DE
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Organization and Nature Of OperationsNote 2 Summary Of Significant Accounting Policies and Recently Issued Accounting StandardsNote 3 Discontinued Operations, Divestitures and AcquisitionsNote 4 SegmentsNote 5 InventoriesNote 6 Property and Equipment, NetNote 7 Goodwill and Identifiable Intangible Assets, NetNote 8 Accounts Receivable Securitization ProgramsNote 9 Restructuring and Relocation ActivitiesNote 10 Other Current and Non-current LiabilitiesNote 11 Debt and Credit FacilitiesNote 12 Derivatives and Hedging ActivitiesNote 13 Fair Value Measurements and Other Financial InstrumentsNote 14 Profit Sharing, Retirement Savings Plans and Defined Benefit Pension PlansNote 15 Other Post-employment Benefits and Other Employee Benefit PlansNote 16 Income TaxesNote 17 Commitments and ContingenciesNote 18 Stockholders EquityNote 19 Accumulated Other Comprehensive (loss) IncomeNote 20 Other (expense) Income, NetNote 21 Net Earnings Per Common ShareNote 22 Summarized Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

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.) 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 February 15, 2017, File No.1-12139, is incorporated herein by reference.) 4.1 Indenture, dated as of March 21, 2013, 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 March 21, 2013, File No. 1-12139, is incorporated herein by reference.) 4.2 Supplemental Indenture, dated as of March 20, 2013, by and among Sealed Air Corporation, Guarantors party thereto and U.S. Bank National Association. (Exhibit 4.3 to the Companys Current Report on Form 8-K, Date of Report March 21, 2013, File No. 1-12139, is incorporated herein by reference.) 4.3 Form of 5.25% Senior Note due 2023. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report March 21, 2013, File No. 1-12139, is incorporated herein by reference.) 4.4 Indenture, dated as of November 24, 2014, by and among Sealed Air Corporation, Guarantors party thereto and Branch Banking and Trust Company. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report November 24, 2014, File No. 1-12139, is incorporated herein by reference.) 4.5 First Supplemental Indenture, dated as of November 21, 2014, by and among Sealed Air Corporation, Guarantors party thereto and HSBC Bank USA, National Association. (Exhibit 4.4 to the Companys Current Report on Form 8-K, Date of Report November 24, 2014, File No. 1-12139, is incorporated herein by reference.) 4.6 Form of 4.875% Senior Note due 2022. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report November 24, 2014, File No. 1-12139, is incorporated herein by reference.) 4.7 Form of 5.125% Senior Note due 2024 (Exhibit 4.3 to the Companys Current Report on Form 8-K, Date of Report November 24, 2014, File No. 1-12139, is incorporated herein by reference.) 4.8 Indenture, dated as of June 16, 2015, by and among Sealed Air Corporation, the Guarantors party thereto, U.S. Bank National Association, Elavon Financial Services Limited and Elavon Financial Services Limited, UK Branch. (Exhibit 4.1 to the Companys Current Report on Form 8-K, Date of Report June 11, 2015, File No. 1-12139, is incorporated herein by reference.) 4.9 Form of 5.500% Senior Note due 2025. (Exhibit 4.2 to the Companys Current Report on Form 8-K, Date of Report June 11, 2015, File No. 1-12139, is incorporated herein by reference.) 4.10 Form of 4.500% Senior Note due 2023. (Exhibit 4.3 to the Companys Current Report on Form 8-K, Date of Report June 11, 2015, File No. 1-12139, is incorporated herein by reference.) 4.11 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.) 4.12 Supplemental Indenture, dated as of November 27, 2012, by and among Sealed Air Corporation, Guarantors party thereto and U.S. National Bank Association, as successor in interest to SunTrust Bank. (Exhibit 4.3 to the Company's Current Report on Form 8-K, Date of Report November 28, 2012, File No. 1-12139, is incorporated herein by reference.) 4.13 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.) 4.14 Indenture, dated as of November 28, 2012, 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 28, 2012, File No. 1-12139, is incorporated herein by reference.) 4.15 Form of 6.500% Senior Note due 2020. (Exhibit 4.2 to the Company's Current Report on Form 8-K, Date of Report November 28, 2012, File No. 1-12139, is incorporated herein by reference.) 4.16 Form of 4.500% Senior Note due 2023. (Exhibit 4.3 to the Company's Current Report on Form 8-K, Date of Report June 11, 2015, 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 February 13, 2018. (Exhibit10.1 to the Companys Current Report on Form8-K, Date of Report February 13, 2018, File No.1-12139, is incorporated herein by reference.)* 10.8 Diversey Enhanced Severance Plan (Exhibit 10.1 to the Company's Current Report on Form 8-K, Date of Report July 6, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.9 Form of Stock Purchase Agreement for use in connection with the Companys 2002 Stock Plan for Non-Employee Directors. (Exhibit10.2 to the Companys Quarterly Report on Form10-Q for the quarter ended June30, 2002, File No.1-12139, is incorporated herein by reference.)* 10.10 Fees to be paid to the Companys Non-Employee Directors 2015. (Exhibit10.13 to the Companys Annual Report on Form10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.11 Fees to be paid to the Companys Non-Employee Directors 2016. (Exhibit10.14 to the Companys Annual Report on Form10-K for the year ended December 31, 2015, File No. 1-12139, is incorporated herein by reference.)* 10.12 Fees to be paid to the Companys Non-Employee Directors 2017. (Exhibit10.14 to the Companys Annual Report on Form10-K for the year ended December 31, 2016, File No. 1-12139, is incorporated herein by reference.)* 10.13 Fees to be paid to the Company's Non-Employee Directors 2018.* 10.14 2005 Contingent Stock Plan of Sealed Air Corporation, as amended and restated on July 11, 2013 (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report July 11, 2013, File No.1-12139, is incorporated herein by reference.)* 10.15 Sealed Air Corporation Annual Incentive Plan, as amended and restated on October 4, 2017.* 10.17 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.)* 10.18 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.)* 10.19 Syndicated Facility Agreement, dated as of October 3, 2011, by and among Sealed Air, certain subsidiaries of Sealed Air party thereto, the lenders party thereto, Citibank, N.A., as agent and the other agents party thereto. (Exhibit10.1 to the Companys Current Report on Form8-K, Date of Report October 3, 2011, File No.1-12139, is incorporated herein by reference.) 10.20 Series A Preferred Stock Purchase Agreement, dated as of October 3, 2011, by and among Diversey Holdings, Inc., Sealed Air and Solution Acquisition Corp. (Exhibit10.2 to the Companys Current Report on Form8-K, Date of Report October 3, 2011, File No.1-12139, is incorporated herein by reference.) 10.21 Offer Letter Agreement, dated September 5, 2017, between Edward L. Doheny II and the Company. (Exhibit 10.1 to the Company's Current Report on Form 8-K, Date of Report September 2, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.22 Employment Agreement, dated August 29, 2012 between Jerome A. Peribere and the Company, as supplemented on October 11, 2012. (Exhibit10.43 to the Companys Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-12139, is incorporated herein by reference.)* 10.23 Amendment Letter between the Company and Jerome A. Peribere, dated January 15, 2016. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report January 15, 2016, File No. 1-12139, is incorporated herein by reference.)* 10.24 Equity Interest Purchase Agreement, dated as of October 30, 2012, by and between Sealed Air Corporation, Sealed Air Netherlands Holdings V B.V., and DC Co., Ltd., as amended on November 9, 2012, and further amended November 14, 2012. (Exhibit10.44 to the Companys Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-12139, is incorporated herein by reference.) 10.25 Restatement Agreement, dated November 15, 2012, by and among Sealed Air Corporation and certain subsidiaries of Sealed Air Corporation party thereto, the lenders party thereto, Citibank, N.A., as agent and other agents party thereto. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report November 13, 2012, File No. 1-12139, is incorporated herein by reference.) 10.26 Amended and Restated Syndicated Facility Agreement, dated November 15, 2012, by and among Sealed Air Corporation and certain subsidiaries of Sealed Air Corporation party thereto, the lenders party thereto, Citibank, N.A., as agent and other agents party thereto. (Exhibit 10.2 to the Companys Current Report on Form 8-K, Date of Report November 13, 2012, File No. 1-12139, is incorporated herein by reference.) 10.27 Amendment No. 1, dated November27, 2013, to the Amended and Restated Syndicated Facility Agreement by and among Sealed Air Corporation and certain subsidiaries of Sealed Air Corporation party thereto, the lenders party thereto, Citibank, N.A., as agent, and the other parties thereto. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report November 27, 2013, File No. 1-12139, is incorporated herein by reference.) 10.28 Agreement, dated March 6, 2017, between the Company and Ilham Kadri. (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-12139, is incorporated herein by reference.)* 10.29 Relocation Letter to Dr. Kadri, dated May 7, 2015. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 14, 2015, File No. 1-12139, is incorporated herein by reference.)* 10.30 Registration Rights Agreement, dated February 3, 2014, by and between Sealed Air Corporation and the WRG Asbestos PI Trust as initial holder of the Settlement Shares. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report February 3, 2014, File No. 1-12139, is incorporated herein by reference.) 10.31 Form of Sealed Air Corporation 2014-2016 Special PSU Outperformance Award Grant. (Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.32 Employment Agreement, dated February 25, 2013, between Ilham Kadri and the Company. (Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.33 2014 Omnibus Incentive Plan (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report May 28, 2014, File No. 1-12139, is incorporated herein by reference.)* 10.34 Underwriting Agreement, dated June 9, 2014, by and among Sealed Air Corporation, the Trust and the Underwriter. (Exhibit 1.1 to the Companys Current Report on Form 8-K, Date of Report June 12, 2014, File No. 1-12139, is incorporated herein by reference.) 10.35 Stock Repurchase Agreement, dated June 6, 2014, by and between Sealed Air Corporation and the Trust. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report June 12, 2014, File No. 1-12139, is incorporated herein by reference.) 10.36 Second Restatement Agreement, dated as of July 25, 2014, by and among Sealed Air Corporation and certain subsidiaries of Sealed Air Corporation party thereto, the lenders 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 July 30, 2014, File No. 1-12139, is incorporated herein by reference.) 10.37 Second Amended and Restated Syndicated Facility Agreement, dated as of July 25, 2014, by and among Sealed AirCorporation and certain subsidiaries of Sealed Air Corporation party thereto, the lenders party thereto, Bank of America, N.A., as agent and the other financial institutions party thereto. (Exhibit 10.2 to the Companys Current Report on Form 8-K, Date of Report July 30, 2014, File No. 1-12139, is incorporated herein by reference.) 10.38 Letter Agreement, dated as of July 25, 2014, by and among Sealed Air Corporation, certain subsidiaries of Sealed Air Corporation party thereto and Bank of America, N.A., as agent. (Exhibit 10.3 to the Companys Current Report on Form 8-K, Date of Report July 30, 2014, File No. 1-12139, is incorporated herein by reference.) 10.39 Amendment No. 2 to Credit Agreement and Assumption Agreement. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-12139, is incorporated herein by reference.) 10.40 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.* 10.41 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.)* 10.42 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.* 10.43 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.)* 10.44 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.* 10.45 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.)* 10.46 Form of Notice of Grant of Restricted Stock Award (Time-Vesting) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 13, 2018.* 10.47 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 Form10-K for the year ended December 31, 2014, File No. 1-12139, is incorporated herein by reference.)* 12.1 Computation of Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Company. 23.1 Consent of Ernst & Young LLP. 31.1 Certification of Edward L. Doheny, II, President and Chief Executive Officer of the Company, pursuant to Rule13a-14(a), dated February 21, 2018. 31.2 Certification of William G. Stiehl, Acting Chief Financial Officer, Chief Accounting Officer and Controller of the Company, pursuant to Rule 13a-14(a), dated February 21, 2018. 32 Certification of Edward L. Doheny, II, President and Chief Executive Officer of the Company, and William G. Stiehl, Acting Chief Financial Officer, Chief Accounting Officer and Controller of the Company, pursuant to 18U.S.C. 1350, dated February 21, 2018.