2019 Annual Report

PATENT PENDING 2019 Annual Report We are in business to protect, to solve critical packaging challenges, and to leave our world better than we found it. PATENT PENDING Dear Fellow Stockholders: Our performance in 2019 reflects strong execution of our Reinvent SEE strategy, and we are creating a more powerful earnings growth engine. We have a solid foundation in place to face the current environment and support our long-term growth initiatives. In 2019, we delivered strong year over year earnings and cash flow with modest sales growth. Adjusted EBITDA* of $965 million increased 8%, while sales of $4.8 billion were up 1%, and Free Cash Flow* was $321 million for the full year. We exited 2019 with a healthy balance sheet that provides us with $1.3 billion in liquidity and no long-term debt facilities maturing until 2022. As we enter 2020, the COVID-19 pandemic has disrupted our lives. Our focus is to get through this without harm to our people, to our families and communities while improving our business in the process. Our purpose remains the same and is more powerful than ever. It makes us proud to be at Sealed Air. We are in the business to protect, to solve critical packaging challenges, and to leave our world better than we found it. We have taken preemptive measures across the globe to keep our employees safe and to ensure business continuity. Our packaging solutions are critical for essentials like food, eCommerce, pharmaceuticals, medical equipment, and even COVID-19 test kits. Sustainability continues to be top of mind. We are committed to a sustainable global supply chain and circular economy. We design innovative packaging solutions that maximize food safety, minimize food waste, and protect the distribution of valuable goods. Our strategy is to bring the best products to market faster, at the right price, and make them sustainable. Adversity defines us. Our team is focused on our commitments to each other, our customers and the communities where we live and work. With Reinvent SEE as our guide, we are leveraging best practices around the world, improving productivity with smart and fast decision making, and accelerating our innovations. Our broad portfolio of critical packaging solutions and operational excellence culture are creating value for our customers, employees, shareholders and society. Sincerely, Ted Doheny President and CEO Certain information set forth in this letter contains “forward-looking statements,” which are subject to risks and uncertainties, many of which are outside our control and could cause actual results to differ materially from these statements. * Please see Sealed Air’s Annual Report on Form 10-K filed on March 2, 2020 for important information about the use of non-U.S. GAAP financial measures relevant to this letter, including applicable reconciliations to U.S. GAAP financial measures. Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”) is a non-U.S. GAAP financial measure and excludes the impact of special items, such as restructuring charges and other non-routine items. Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12139 PATENT PENDING SEALED AIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 65-0654331 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2415 Cascade Pointe Boulevard Charlotte North Carolina 28208 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (980)-221-3235 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.10 per share SEE New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer ☒ Accelerated filer ☐ Emerging growth company ☐ Non-accelerated filer ☐ Smaller reporting company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2019, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $6,580,640,559, based on the closing sale price as reported on the New York Stock Exchange. There were 154,670,740 shares of the registrant’s common stock, par value $0.10 per share, issued and outstanding as of February 21, 2020. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for its 2020 Annual Meeting of Stockholders, to be held on May 21, 2020, are incorporated by reference into Part III of this Form 10-K. SEALED AIR CORPORATION AND SUBSIDIARIES Table of Contents PART I Item 1. Business 3 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 21 Item 2. Properties 22 Item 3. Legal Proceedings 23 Item 4. Mine Safety Disclosures 24 Information About Our Executive Officers 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 6. Selected Financial Data 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 64 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 140 Item 9A. Controls and Procedures 140 Item 9B. Other Information 140 PART III Item 10. Directors, Executive Officers and Corporate Governance 141 Item 11. Executive Compensation 141 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 141 Item 13. Certain Relationships and Related Transactions, and Director Independence 141 Item 14. Principal Accounting Fees and Services 141 PART IV Item 15. Exhibits and Financial Statement Schedules 142 Item 16. Form 10-K Summary 149 Signatures 1 Cautionary Notice Regarding Forward-Looking Statements This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking statements so that investors can better understand a company’s future prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward- looking statements can be identified by such words as “anticipate,” “believe,” “plan,” “assume,” “could,” “should,” “estimate,” “expect,” “intend,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding the results of restructuring and other programs, anticipated levels of capital expenditures and expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings. Please refer to Part I, Item 1A, “Risk Factors” for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statements made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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