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2020 Annual Report

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2020 Annual Report PATENT PENDING 2020 Annual Report We are in business to protect, to solve critical packaging challenges, and to make our world better than we found it. Dear Fellow Stockholders: Our purpose has been guiding our way through the challenges 2020 presented for all of us: We are in business to protect, to solve critical packaging challenges, and to make our world better than we found it. Our performance in 2020 reflects the strong execution of our Reinvent SEE business transformation. We are building a powerful One SEE Operating Model to drive world-class performance to achieve our purpose and create significant long-term value for our stakeholders and the communities where we live and work. The COVID-19 pandemic tested our SEE Operating Model. Through it all, we focused on a Zero Harm mentality to protect our people, customers, and communities. We were able to provide our critical packaging solutions for essentials such as food, eCommerce, pharmaceuticals, medical equipment, and in addition, the safe and secure distribution of COVID-19 face coverings, test kits, and vaccines. In 2020, we delivered strong growth in sales, earnings, EPS, free cash flow, and a strong balance sheet. Net Sales Adj EBITDA* Adj EPS* Free Cash Flow* $ $ $ $ 4.9B 1.05B 3.19 556M +2% +9% +13% +73% 21.4% margin Our iconic brands, innovative solutions portfolio, global scale, and SEE operational excellence culture are creating strong economic value. We are well on our way to driving more growth with new opportunities in automation, digital, and sustainability. I’m proud of our people, we are making our world better than we found it. Sincerely, Edward (Ted) L. Doheny II 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 February 25, 2021 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. 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, 2020 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 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, 2020, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5,090,724,127, based on the closing sale price as reported on the New York Stock Exchange. There were 154,919,232 shares of the registrant’s common stock, par value $0.10 per share, issued and outstanding as of February 16, 2021. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders, to be held on May 18, 2021, 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 11 Item 1B. Unresolved Staff Comments 22 Item 2. Properties 23 Item 3. Legal Proceedings 24 Item 4. Mine Safety Disclosures 25 Information About Our Executive Officers 26 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Selected Financial Data 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 62 Item 8. Financial Statements and Supplementary Data 65 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 137 Item 9A. Controls and Procedures 137 Item 9B. Other Information 137 PART III Item 10. Directors, Executive Officers and Corporate Governance 138 Item 11. Executive Compensation 138 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 138 Item 13. Certain Relationships and Related Transactions, and Director Independence 138 Item 14. Principal Accounting Fees and Services 138 PART IV Item 15. Exhibits and Financial Statement Schedules 139 Item 16. Form 10-K Summary 145 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, results of operations, or cash flows. 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. The following are important factors
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