SEE 10-K Annual Report Dec. 31, 2022 | Alphaminr
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SEE 10-K Fiscal year ended Dec. 31, 2022

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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 5. Market For Registrant's Common Equity, Related Stockholder Matters andItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Resultsof OperationsItem 7. Management's Discussion and Analysis Of Financial Condition and ResultsItem 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 Revenue Recognition, Contracts with CustomersNote 4 LeasesNote 5 Acquisition and Divestiture ActivityNote 6 SegmentsNote 7 Inventories, NetNote 8 Property and Equipment, NetNote 9 Goodwill and Identifiable Intangible Assets, NetNote 10 Accounts Receivable Securitization ProgramsNote 11 Accounts Receivable Factoring AgreementsNote 12 Restructuring ActivitiesNote 13 Other Current and Non-current LiabilitiesNote 14 Debt and Credit FacilitiesNote 15 Derivatives and Hedging ActivitiesNote 16 Fair Value Measurements, Equity Investments and Other Financial InstrumentsNote 17 Profit Sharing, Retirement Savings Plans and Defined Benefit Pension PlansNote 18 Other Post-employment Benefit PlansNote 19 Income TaxesNote 20 Commitments and ContingenciesNote 21 Stockholders (deficit) EquityNote 22 Accumulated Other Comprehensive LossNote 23 Other (expense) Income, NetNote 24 Net Earnings Per Common ShareNote 25 Events Subsequent To December 31, 2022Item 9. Changes in and Disagreements with Accountants on Accounting Andfinancial DisclosureItem 9. Changes in and Disagreements with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Managementand Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and DirectorindependenceItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

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 February 12, 2020, 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 Form of 5.25% Senior Note due 2023. (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.) 4.3 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.) 4.4 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.) 4.5 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.) 4.6 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.) 4.7 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.) 4.8 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.) 4.9 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.) 4.10 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.) 4.11 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.) 4.12 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.) 4.13 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.) 4.14 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.) 4.15 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.) 4.16 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.) 4.17 Form of 6.125% SeniorNote 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.) 4.18 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.) 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 Fees to be paid to the Company's Non-Employee Directors 2023* 10.9 Fees to be paid to the Company's Non-Employee Directors - 2022. (Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, 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 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.)* 10.14 Letter Agreement, dated December 10, 2020, between Edward L. Doheny II and the Company. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report December 10, 2020, File No. 1-12139, is incorporated herein by reference.)* 10.15 Letter Agreement, dated August 30, 2022, between Edward L. Doheny II and Sealed Air Corporation. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report August 30, 2022, File No. 1-12139, is incorporated herein by reference.)* 10.16 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.)* 10.17 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.)* 10.18 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.)* 10.19 Third Amended and Restated Syndicated Facility Agreement, dated as of July 12, 2018, 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, and Amendment No. 1 thereto (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report July 12, 2018, File No. 1-12139, is incorporated herein by reference.) 10.20 Amendment No. 2 to Third Amended and Restated Syndicated Facility Agreement and Incremental Assumption Agreement, dated as of August 1, 2019, by and among Sealed Air Corporation, on behalf of itself and certain of its subsidiaries, and Sealed Air Corporation (US), Bank of America, N.A., as agent and the other financial institutions party thereto. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 1-12139, is incorporated herein by reference.) 10.21 Amendment to Third Amended and Restated Syndicated Facility Agreement and Pledge and Security Agreement, dated as of September 9, 2021, by and among Sealed Air Corporation, Bank of America, N.A. and the undersigned Lenders (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-12139, is incorporated herein by reference.) 10.22 Amendment No. 4 to Third Amended and Restated Syndicated Facility Agreement, dated as of November 5, 2021, by and among Sealed Air Corporation, on behalf of itself and certain of subsidiaries, and Sealed Air Corporation (US), Bank of America, N.A., as agent and the other financial institutions party thereto. (Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, File No. 1-12139, is incorporated herein by reference.) 10.23 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.) 10.24 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.) 10.25 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.) 10.26 Offer Letter Agreement, dated June20, 2019, between James M. Sullivan and Sealed Air Corporation. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report June 19, 2019, File No. 1-12139, is incorporated herein by reference.)* 10.27 Extension Letter, dated November 23, 2020, between James M. Sullivan and the Company. (Exhibit 10.1 to the Companys Current Report on Form 8-K, Date of Report November 23, 2020, File No. 1-12139, is incorporated herein by reference.)* 10.28 Offer Letter, dated November 23, 2020, between Christopher J. Stephens, Jr. and the Company (Exhibit 10.2 to the Companys Current Report on Form 8-K, Date of Report November 23, 2020, 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 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.)* 10.30 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.)* 10.31 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.)* 10.32 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.)* 10.33 Form of Notice of Grant of Restricted Stock Unit Award (Stock Leverage Opportunity) under the Sealed Air Corporation 2014 Omnibus Incentive Plan, approved February 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.)* 10.34 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.)* 10.35 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.)* 10.36 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.)* 21 Subsidiaries of the Company. 23.1 Consent of PricewaterhouseCoopers 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, 2023. 31.2 Certification of Christopher J. Stephens, Jr., Senior Vice President and Chief Financial Officer of the Company, pursuant to Rule 13a-14(a), dated February 21, 2023. 32 Certification of Edward L. Doheny II, President and Chief Executive Officer of the Company, and Christopher J. Stephens, Jr., Senior Vice President and Chief Financial Officer of the Company, pursuant to 18U.S.C. 1350, dated February 21, 2023.