The Thesis Sealed Air Corporation (NYSE:SEE) continued its topline contraction as it entered 2024. I expect this to continue further in 2024 as the end market remains under pressure in most of the end markets in both the segments, primarily in the EMEA region. This, along with impact from weak pricing, should negatively impact the company's margin in the near term. The longer-term prospects, however, look good due to the company's focus on developing new products to its portfolio associated with their custo ...

CHARLOTTE, N.C., May 23, 2024 /PRNewswire/ -- SEE (NYSE: SEE) announced today that its Board of Directors has declared a quarterly cash dividend of $0.20 per common share. The dividend is payable on June 28, 2024 to stockholders of record at the close of business on June 14, 2024. About SEE Sealed Air Corporation (NYSE: SEE), is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. SEE designs, manufactures and delivers p ...

Core Viewpoint - Pomerantz LLP is investigating claims of potential securities fraud and unlawful business practices involving Sealed Air Corporation and its executives [1][2] Group 1: Company Performance and Market Reaction - Bleecker Street Research presented Sealed Air as a short idea, claiming the company's business is in decline due to customers moving away from thin-film plastics [2] - Following the negative report, Sealed Air's stock price dropped by $1.99, or 5.56%, closing at $33.79 per share on April 3, 2024 [2] Group 2: Legal and Corporate Context - Pomerantz LLP is recognized for its expertise in corporate, securities, and antitrust class litigation, having a long history of fighting for victims of securities fraud and corporate misconduct [3]

Financial Data and Key Metrics Changes - The company reported net sales of $1.33 billion for Q1 2024, down 1% on a constant currency basis compared to the previous year [68] - Adjusted EBITDA for the quarter was $278 million, an increase of 4% year-over-year, with margins at 20.9%, up 110 basis points [70] - Adjusted earnings per share were $0.78, reflecting a 5% increase compared to the same period last year [40] Business Line Data and Key Metrics Changes - The Food segment achieved low single-digit volume growth across all regions, primarily driven by the shrink bag business [25] - Protective segment net sales were $461 million, down 7% organically, primarily due to lower pricing and volume declines in EMEA [43] - Food adjusted EBITDA was $190 million, down 3% with margins at 21.8%, while Protective adjusted EBITDA was approximately $90 million, up 11% with margins at 19.4% [71][72] Market Data and Key Metrics Changes - In the Americas, volume growth was less than 1%, with growth in box rightsizing solutions offset by industrial weakness [27] - EMEA experienced a double-digit volume decline, driven by sustainability pressures and destocking [27] - Asia Pacific volumes were flat, with tailwinds from the Australian cattle cycle offset by continued industrial market weakness [73] Company Strategy and Development Direction - The company is focused on enhancing its rollstock portfolio and expanding its fiber-based offerings, particularly in response to e-commerce trends [4][5] - There is a commitment to sustainability, with ongoing development of compostable and recyclable packaging solutions [34][35] - The company aims to achieve approximately $90 million in year-over-year cost savings in 2024 through cost control initiatives [39] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the future, noting improvements in customer profitability and the potential for cyclicality to return [15] - The company anticipates a slight sequential decline in sales for Q2, reflecting a low visibility environment and subsiding holiday demand [75] - Management reaffirmed full-year 2024 guidance, emphasizing the need for continued focus on transformation and cost management [46][47] Other Important Information - The company generated positive free cash flow of $78 million in Q1 2024, compared to a negative $13 million in the same period last year [33] - Total liquidity position was reported at $1.4 billion, including $353 million in cash [74] Q&A Session Summary Question: What drove the upside specific to Food in the first quarter? - Management noted strength in Latin America and Australia, driven by holiday demand carryover and new customer wins [50][51] Question: What factors allowed the company to fall behind in fiber-based solutions? - Management acknowledged the need to enhance focus on fiber-based offerings and emphasized ongoing efforts to complete the portfolio [81] Question: Can you quantify the holiday carryover impact on Q1 results? - Management indicated that the holiday demand contributed positively to Q1 results, but expected a decline in Q2 due to normalization [56] Question: What are the risks associated with PVdC and regulatory changes? - Management confirmed that PVdC is critical for food preservation and is actively engaging with regulators to advocate for its continued use [87][88] Question: What keeps management awake at night regarding future opportunities and risks? - Management highlighted the importance of addressing cost structure and sustainability challenges while maximizing opportunities in the market [97]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or For the transition period from to Commission File Number: 1-12139 SEALED AIR CORPORATION Washington, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) | Delaware | 65-0654331 | | --- | --- | | (St ...

Q1 2024 Financial Performance Overview [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Q1 2024 net sales were $1.33 billion (-1%), with net earnings up 33% to $83 million and free cash flow at $78 million Q1 2024 Key Financial Metrics | Metric | Q1 2024 | Change vs. Q1 2023 | | :--- | :--- | :--- | | Net Sales | $1.33 billion | -1% | | Net Earnings | $83 million | +33% | | Adjusted EBITDA | $278 million | +4% | | Diluted EPS | $0.57 | +30% | | Adjusted Diluted EPS | $0.78 | +5% | | Cash Flow from Operations (YTD) | $125 million | +141% | | Free Cash Flow (YTD) | $78 million | vs. ($13) million | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management reported Q1 results exceeded expectations, driven by strong Food demand, stabilizing Protective, and CTO2Grow savings - Q1 results were ahead of expectations due to **stronger Food demand**, **stabilizing Protective volumes**, and **savings from the CTO2Grow program**[2](index=2&type=chunk) - The company emphasized **strong free cash flow generation**, reflecting operating model and working capital improvements[3](index=3&type=chunk) Detailed Financial Analysis [Performance by Business Segment](index=2&type=section&id=Performance%20by%20Business%20Segment) Food segment net sales increased 2% to $868 million; Protective sales decreased 7% but Adjusted EBITDA grew 11% Food Segment Performance (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Change | | :--- | :--- | :--- | | Net Sales | $868 million | +2% | | Volume | +$25 million | +3% | | Price | -$33 million | -4% | | Adjusted EBITDA | $190 million | -3% | | Adjusted EBITDA Margin | 21.8% | from 22.8% | Protective Segment Performance (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Change | | :--- | :--- | :--- | | Net Sales | $461 million | -7% | | Volume | -$19 million | -4% | | Price | -$15 million | -3% | | Adjusted EBITDA | $90 million | +11% | | Adjusted EBITDA Margin | 19.4% | from 16.2% | [U.S. GAAP Financial Summary](index=2&type=section&id=U.S.%20GAAP%20Financial%20Summary) Q1 2024 U.S. GAAP net sales decreased 1% to $1.33 billion, with net earnings increasing to $83 million ($0.57 EPS) - Net sales saw regional variations, with **EMEA down 6%**, **APAC down 3%**, and the **Americas up less than 1%**[7](index=7&type=chunk) - Net earnings growth was supported by **lower Special Items expense** ($29 million in Q1 2024 vs. $44 million in Q1 2023)[8](index=8&type=chunk) - The effective tax rate decreased to **30.0% from 35.0%** in the prior year, primarily due to lower accruals for uncertain tax positions[9](index=9&type=chunk) [Non-U.S. GAAP Financial Summary](index=2&type=section&id=Non-U.S.%20GAAP%20Financial%20Summary) Non-GAAP constant dollar net sales decreased 1%; Adjusted EBITDA increased to $278 million, and Adjusted EPS rose to $0.78 - Adjusted EBITDA increased to **$278 million (20.9% margin)** from $267 million (19.8% margin) in the prior year, mainly due to productivity benefits and cost control[11](index=11&type=chunk) - Adjusted EPS increased to **$0.78 from $0.74**, driven by higher Adjusted EBITDA and lower depreciation, despite higher interest expense[12](index=12&type=chunk) [Cash Flow and Financial Position](index=2&type=section&id=Cash%20Flow%20and%20Financial%20Position) Q1 2024 cash flow from operations increased 141% to $125 million, with free cash flow at $78 million; total debt stable at $4.7 billion Cash Flow Summary (First Three Months) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Cash Flow from Operations | $125 million | $52 million | | Capital Expenditures | $47 million | $65 million | | Free Cash Flow | $78 million | ($13) million | Debt and Liquidity (as of March 31, 2024) | Metric | Value | | :--- | :--- | | Total Debt | $4.7 billion | | Net Debt | $4.3 billion | | Net Leverage Ratio | 3.9x | | Available Liquidity | $1.35 billion | Outlook [Full Year 2024 Outlook](index=3&type=section&id=Full%20Year%202024%20Outlook) SEE reaffirmed full-year 2024 guidance, projecting net sales of $5.2-$5.6 billion and Adjusted EBITDA of $1.05-$1.15 billion Full Year 2024 Guidance | Metric | Range | | :--- | :--- | | Net Sales | $5.2 to $5.6 billion | | Adjusted EBITDA | $1.05 to $1.15 billion | | Adjusted EPS | $2.65 to $3.05 | | Free Cash Flow | $325 to $425 million | | Capital Expenditures | ~$230 million | [Second Quarter 2024 Outlook](index=3&type=section&id=Second%20Quarter%202024%20Outlook) Q2 2024 outlook anticipates net sales of approximately $1.3 billion, Adjusted EBITDA of $260 million, and Adjusted EPS of $0.60-$0.70 Q2 2024 Guidance | Metric | Value / Range | | :--- | :--- | | Net Sales | ~$1.3 billion | | Adjusted EBITDA | ~$260 million | | Adjusted EPS | $0.60 to $0.70 | Consolidated Financial Statements (Unaudited) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the unaudited income statement for Q1 2024 and Q1 2023, detailing revenues, costs, and profits Condensed Consolidated Statements of Operations (Three Months Ended March 31) | (In USD millions) | 2024 | 2023 | | :--- | :--- | :--- | | Net sales | $1,329.6 | $1,348.8 | | Gross profit | $400.8 | $405.1 | | Operating profit | $185.0 | $169.5 | | Earnings before income tax | $119.1 | $96.7 | | Net earnings | $82.0 | $61.9 | | Diluted EPS | $0.56 | $0.43 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the unaudited balance sheet as of March 31, 2024, and December 31, 2023, outlining assets, liabilities, and equity Condensed Consolidated Balance Sheets (Assets) | (In USD millions) | Mar 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $352.8 | $346.1 | | Total current assets | $1,992.8 | $1,963.3 | | Total assets | $7,199.3 | $7,200.6 | Condensed Consolidated Balance Sheets (Liabilities & Equity) | (In USD millions) | Mar 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total current liabilities | $1,502.8 | $1,509.0 | | Long-term debt | $4,484.2 | $4,513.9 | | Total liabilities | $6,601.0 | $6,651.1 | | Total stockholders' equity | $598.3 | $549.5 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details unaudited cash flows from operating, investing, and financing activities for Q1 2024 and Q1 2023 Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | (In USD millions) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $125.1 | $51.9 | | Net cash used in investing activities | ($38.0) | ($1,206.9) | | Net cash (used in) provided by financing activities | ($69.1) | $999.1 | | Net change in cash | $6.7 | ($153.0) | Non-U.S. GAAP Reconciliations [Reconciliation of Net Debt and Adjusted EBITDA](index=8&type=section&id=Reconciliation%20of%20Net%20Debt%20and%20Adjusted%20EBITDA) This section calculates Net Debt and reconciles U.S. GAAP Net Earnings to Non-U.S. GAAP Adjusted EBITDA, showing a 3.9x Net Leverage Ratio Calculation of Net Debt | (In USD millions) | Mar 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total debt | $4,662.3 | $4,690.3 | | Less: cash and cash equivalents | ($352.8) | ($346.1) | | Non-U.S. GAAP Net Debt | $4,309.5 | $4,344.2 | LTM Adjusted EBITDA Reconciliation (as of March 31, 2024) | (In USD millions) | LTM Mar 31, 2024 | | :--- | :--- | | U.S. GAAP Net earnings from continuing operations | $359.8 | | Interest, Taxes, D&A | $594.2 | | Pre-tax impact of Special items | $163.6 | | Non-U.S. GAAP Consolidated Adjusted EBITDA | $1,117.6 | [Reconciliation of Net Earnings and EPS to Adjusted Figures](index=11&type=section&id=Reconciliation%20of%20Net%20Earnings%20and%20EPS%20to%20Adjusted%20Figures) This section reconciles Q1 2024 U.S. GAAP net earnings and diluted EPS to adjusted figures, showing adjusted net earnings of $112.8 million and $0.78 adjusted EPS Reconciliation to Adjusted Net Earnings and EPS (Q1 2024) | (In USD millions, except per share data) | Net Earnings | Diluted EPS | | :--- | :--- | :--- | | U.S. GAAP from continuing operations | $83.4 | $0.57 | | Special Items | $29.4 | $0.20 | | Non-U.S. GAAP adjusted | $112.8 | $0.78 | Calculation of Adjusted Tax Rate (Q1) | Rate | 2024 | 2023 | | :--- | :--- | :--- | | U.S. GAAP Effective income tax rate | 30.0% | 35.0% | | Non-U.S. GAAP Adjusted Tax Rate | 25.9% | 24.0% | [Components of Change in Net Sales](index=13&type=section&id=Components%20of%20Change%20in%20Net%20Sales) This section breaks down the 1.4% year-over-year decline in total net sales, showing a 3.0% organic decline driven by price and volume impacts [By Segment](index=13&type=section&id=By%20Segment) Food segment organic sales declined 0.9% due to price impact, while Protective segment organic sales fell 6.7% from volume and price decreases Q1 2024 vs Q1 2023 Net Sales Change by Segment | Segment | Price | Volume | Organic Change | Acquisition | Total Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Food | (3.8)% | 2.9% | (0.9)% | 2.7% | 1.8% | | Protective | (2.9)% | (3.8)% | (6.7)% | 0.0% | (7.0)% | | **Total Company** | **(3.5)%** | **0.5%** | **(3.0)%** | **1.7%** | **(1.4)%** | [By Region](index=13&type=section&id=By%20Region) EMEA saw the largest organic sales decline at 7.1%, followed by Americas at 2.4%, while APAC remained flat organically Q1 2024 vs Q1 2023 Net Sales Change by Region | Region | Price | Volume | Organic Change | Acquisition | Total Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Americas | (4.0)% | 1.6% | (2.4)% | 2.0% | 0.3% | | EMEA | (4.0)% | (3.1)% | (7.1)% | 1.4% | (5.5)% | | APAC | (0.4)% | 0.4% | 0.0% | 1.3% | (3.3)% | [Segment Adjusted EBITDA Reconciliation](index=14&type=section&id=Segment%20Adjusted%20EBITDA%20Reconciliation) This section reconciles U.S. GAAP Net Earnings to Consolidated Adjusted EBITDA, showing Food contributed $189.6 million and Protective $89.5 million to the $278.3 million total Adjusted EBITDA by Segment (Q1) | (In USD millions) | 2024 | 2023 | | :--- | :--- | :--- | | Food | $189.6 | $194.8 | | Protective | $89.5 | $80.4 | | Corporate | ($0.8) | ($7.9) | | **Consolidated Adjusted EBITDA** | **$278.3** | **$267.3** |

Financial Data and Key Metrics Changes - For the full year, the company reported sales of $5.5 billion and adjusted EBITDA of $1.1 billion, slightly above the midpoint of guidance [4] - The adjusted tax rate was 18%, down from 26.1% in the same period last year, due to a one-time benefit from the reversal of uncertain tax liabilities [11] - Adjusted earnings per share for the year was $3.18, down 22% primarily due to lower adjusted EBITDA and higher interest expense [11] Business Line Data and Key Metrics Changes - In Q4, Food net sales were $893 million, down 3% on an organic basis, primarily due to volume declines from lower automation sales and weak retail demand [12] - Protective segment net sales in Q4 were $485 million, down 10% organically, driven by lower pricing and volume declines in the Americas and EMEA [12] - Liquibox contributed approximately $70 million to total company sales in Q4, but overall performance was impacted by lower pricing and volume in both segments [31] Market Data and Key Metrics Changes - By region, Asia Pacific grew 5% organically, driven by a strong Australian cattle cycle, while the Americas declined 6% due to lower automation sales and a weak U.S. cattle cycle [13] - EMEA experienced an 11% decline, reflecting ongoing market pressures [13] - The company expects a gradual recovery in end markets throughout 2024, with volume lift anticipated towards the end of the year [9] Company Strategy and Development Direction - The company is reorganizing its commercial teams to improve customer centricity and commercial execution, reestablishing food and protective operating units within each region [5] - Sustainability pressures are driving innovation, with the introduction of a bio-based compostable tray for protein packaging, targeting a $5 billion market [6] - Cost reduction initiatives are progressing, with an annual run rate savings target of $90 million for 2024 [7] Management's Comments on Operating Environment and Future Outlook - Management anticipates an L-shaped recovery through 2024 and into 2025, with net sales expected to range from $5.2 billion to $5.6 billion [15] - Full year adjusted EBITDA is projected to be between $1.05 billion and $1.15 billion, reflecting lower volume expectations [16] - Management remains focused on driving necessary cost actions to offset further volume weakness and is optimistic about a modest recovery in the second half of 2024 [17] Other Important Information - The company closed the year with a net leverage ratio of 3.9x, down from 4.1x in the third quarter, and total liquidity of $1.3 billion [34] - Free cash flow for 2024 is expected to be in the range of $325 million to $425 million, with a conversion rate of 90% of adjusted net earnings [57] Q&A Session Summary Question: Can you provide details on volume trends throughout the quarter? - Management noted that January volumes were slightly ahead of expectations, with February in line with guidance, indicating a positive start to 2024 [21] Question: What is driving the expected decline in Q1 EBITDA? - The decline is attributed to lower volumes and pricing pressures, but management expects sequential improvement throughout the year [39] Question: Can you quantify the impact of lower net pricing on EBITDA for 2024? - The expected impact from lower net pricing is around $60 million, with cost takeout benefits of $90 million offsetting this decline [72] Question: How is the Industrial Packaging business performing? - The Industrial Packaging business is showing signs of stabilization, with modest growth expected in 2024, particularly in the second half [68] Question: What competitive advantages does the company have in the protein market? - The company emphasizes its differentiated material science and the ability to provide complete packaging solutions, including automation and service [86]

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Sealed Air Corporation provides global packaging solutions across Food and Protective segments, achieving **$5.5 billion** in 2023 net sales and focusing on strategic growth and efficiency initiatives 2023 Financial Highlights | Metric | Amount (USD) | | :--- | :--- | | Net Sales | $5.5 billion | | Net Earnings from Continuing Operations | $339 million | | Net Cash from Operating Activities | $516 million | - The company operates through two reportable segments: Food (including the newly acquired Liquibox) and Protective[12](index=12&type=chunk) - In February 2023, SEE acquired Liquibox, expanding its offerings in liquid packaging and dispensing solutions for food, beverage, and industrial markets[11](index=11&type=chunk) - The CTO2Grow Program, launched in 2023, aims for annualized savings of **$140 to $160 million** by the end of 2025 by optimizing operations, the commercial organization, and SG&A productivity[15](index=15&type=chunk) - The company has a diverse global presence, with **47%** of its 2023 net sales generated from outside the U.S., operating in 46 countries and distributing to 115 countries/territories[20](index=20&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces strategic, operational, legal, regulatory, and financial risks, including global economic conditions, raw material volatility, and debt obligations - Strategic risks include exposure to global economic and political conditions, competition, and potential failure to realize synergies from acquisitions like Liquibox[72](index=72&type=chunk)[78](index=78&type=chunk)[81](index=81&type=chunk) - Operational risks are significant, including volatility in raw material pricing (petrochemical-based), supply chain disruptions, and the increasing threat of cybersecurity attacks[101](index=101&type=chunk)[109](index=109&type=chunk)[114](index=114&type=chunk) - Legal and regulatory risks encompass evolving environmental sustainability rules (e.g., plastics, PFAS), potential product liability claims, and changes in tax laws, such as the OECD's Pillar Two global minimum tax[119](index=119&type=chunk)[123](index=123&type=chunk)[131](index=131&type=chunk) - Financial risks include material impacts from foreign currency fluctuations (**47%** of 2023 sales were outside the U.S.), the ability to service significant indebtedness, and restrictive covenants in debt agreements that may limit operational flexibility[138](index=138&type=chunk)[142](index=142&type=chunk)[147](index=147&type=chunk) [Item 1B. Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[158](index=158&type=chunk) [Item 1C. Cybersecurity](index=25&type=section&id=Item%201C.%20Cybersecurity) The company maintains a comprehensive cybersecurity program with CISO oversight, a SOC, and Board-level risk management - The company has a dedicated Chief Information Security Officer (CISO) responsible for the global cyber strategy and risk management[159](index=159&type=chunk) - A Security Operation Center (SOC), augmented by a third-party provider, is used to monitor threats and coordinate incident response[161](index=161&type=chunk) - The Board of Directors' Audit Committee has specific oversight of cybersecurity risk, receiving updates from the CIO and CISO at least **three times per year**[166](index=166&type=chunk)[167](index=167&type=chunk) [Item 2. Properties](index=28&type=section&id=Item%202.%20Properties) Sealed Air operates 105 global manufacturing facilities, primarily owned, with its headquarters in Charlotte, North Carolina Manufacturing Facilities by Region | Region | Number of Facilities | | :--- | :--- | | Americas | 46 | | EMEA | 28 | | APAC | 31 | | **Total** | **105** | - The company owns the large majority of its manufacturing facilities, with the remainder being leased[171](index=171&type=chunk) - The global headquarters is located in an owned property in Charlotte, North Carolina[172](index=172&type=chunk) [Item 3. Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company addresses various legal matters, including a securities class action and environmental issues, with no material financial impact expected - Information regarding a settlement agreement tax deduction, a securities class action, and environmental matters is incorporated by reference from Note 20[174](index=174&type=chunk) - Stockholder litigation demands, alleging similar wrongdoing as the securities class action, were considered and resolved as of January 2024[175](index=175&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[177](index=177&type=chunk) [Information About Our Executive Officers](index=31&type=section&id=Information%20About%20Our%20Executive%20Officers) This section provides biographical information for the company's executive officers, including Interim Co-Presidents and Co-CEOs Emile Z. Chammas and Dustin J. Semach - As of October 2023, Emile Z. Chammas (COO) and Dustin J. Semach (CFO) were appointed as Interim Co-Presidents and Co-Chief Executive Officers[180](index=180&type=chunk)[181](index=181&type=chunk) - The executive team includes regional presidents for the Americas (Tobias Grasso, Jr.), EMEA (Gerd Wichmann), and APAC (Alessandra Faccin Assis)[180](index=180&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under SEE, with no Q4 2023 repurchases and **$537 million** remaining in its share repurchase program - The company's common stock trades on the NYSE under the symbol SEE[189](index=189&type=chunk) - No shares of common stock were repurchased during the fourth quarter of 2023[194](index=194&type=chunk)[195](index=195&type=chunk) - As of December 31, 2023, **$537 million** remained under the company's **$1.0 billion** share repurchase program, which has no expiration date[195](index=195&type=chunk) [Item 6. [Reserved]](index=36&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=37&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20%28MD%26A%29) In 2023, net sales decreased by **2.7%** to **$5.49 billion** due to challenging markets, with Adjusted EBITDA falling **8.6%** to **$1.11 billion**, while the company initiated a savings program and focused on debt repayment Key Financial Metrics (2022 vs. 2023) | Metric | 2023 (USD Millions) | 2022 (USD Millions) | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $5,488.9 | $5,641.9 | (2.7)% | | Gross Profit | $1,641.3 | $1,772.9 | (7.4)% | | Operating Profit | $754.6 | $944.8 | (20.1)% | | Net Earnings (cont. ops) | $339.3 | $491.3 | (30.9)% | | Adjusted EBITDA (non-GAAP) | $1,106.6 | $1,210.2 | (8.6)% | | Adjusted EPS (non-GAAP) | $3.18 | $4.10 | (22.4)% | - End markets were challenged in 2023 due to soft retail demand in Food markets and destocking in industrial and fulfillment sectors[223](index=223&type=chunk) - The company introduced the 3-year CTO2Grow Program, aiming for **$140-$160 million** in annualized savings by the end of 2025 to improve efficiency and streamline operations[226](index=226&type=chunk) - Looking ahead to 2024, overall demand is expected to be consistent with 2023, with the fluids and liquids business being the fastest-growing part of the portfolio[227](index=227&type=chunk) - Cash flow from operations decreased from **$613 million** in 2022 to **$516 million** in 2023, partly due to a **$175 million** tax deposit made in April 2023[201](index=201&type=chunk)[331](index=331&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rate fluctuations, significant foreign currency exchange rates (with **47%** of 2023 sales outside the U.S.), and commodity price volatility - The company is exposed to interest rate risk as borrowings under its senior secured credit facilities are at variable rates. As of Dec 31, 2023, a **1/8%** change in interest rates would impact annual interest expense by **$1.3 million**[150](index=150&type=chunk) - Foreign exchange risk is significant, with operations in highly inflationary economies like Argentina leading to a remeasurement loss of **$23 million** in 2023[389](index=389&type=chunk) - In Q1 2023, the company entered into cross-currency swaps with a notional amount of **$433 million** to hedge its net investment in certain Euro-functional currency subsidiaries[395](index=395&type=chunk) - The company is exposed to commodity price risk for raw materials like plastic resins and energy products, which it generally acquires at market prices without using financial hedges[403](index=403&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=69&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2023, including balance sheets, income statements, and cash flows, with an unqualified audit opinion from PricewaterhouseCoopers LLP - The independent auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[409](index=409&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31, 2023) | Account | Amount (USD Millions) | | :--- | :--- | | Total Current Assets | $1,963.3 | | Total Assets | $7,200.6 | | Total Current Liabilities | $1,509.0 | | Total Liabilities | $6,651.1 | | Total Stockholders' Equity | $549.5 | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2023) | Account | Amount (USD Millions) | | :--- | :--- | | Net Sales | $5,488.9 | | Gross Profit | $1,641.3 | | Operating Profit | $754.6 | | Net Earnings from Continuing Operations | $339.3 | | Diluted EPS from Continuing Operations | $2.34 | Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31, 2023) | Account | Amount (USD Millions) | | :--- | :--- | | Net Cash from Operating Activities | $516.2 | | Net Cash used in Investing Activities | $(1,378.2) | | Net Cash from Financing Activities | $755.7 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=139&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[746](index=746&type=chunk) [Item 9A. Controls and Procedures](index=139&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with an unqualified audit opinion - Management concluded that disclosure controls and procedures were effective as of December 31, 2023[747](index=747&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2023. The assessment excluded the newly acquired Liquibox business[749](index=749&type=chunk)[750](index=750&type=chunk) - There were no material changes to internal control over financial reporting during the fourth quarter of 2023[748](index=748&type=chunk) [Item 9B. Other Information](index=139&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement in Q4 2023 - No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement in Q4 2023[753](index=753&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=140&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[754](index=754&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=141&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement, including adopted Codes of Conduct and Ethics - Most information required for this item is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[756](index=756&type=chunk) - The company has adopted a Code of Conduct and a Code of Ethics for Senior Financial Executives, which are available on its website[757](index=757&type=chunk) [Item 11. Executive Compensation](index=141&type=section&id=Item%2011.%20Executive%20Compensation) Information on director and executive compensation is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement under captions such as 'Director Compensation' and 'Executive Compensation'[758](index=758&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=141&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement under captions such as 'Beneficial Ownership Table' and 'Equity Compensation Plan Information'[759](index=759&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=141&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on director independence and related-person transactions is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement under captions related to director independence and related transactions[760](index=760&type=chunk) [Item 14. Principal Accountant Fees and Services](index=141&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal independent auditor fees and audit committee pre-approval policies is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement under captions such as 'Principal Independent Auditor Fees'[761](index=761&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=142&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed with the Form 10-K, including governance documents, material contracts, and certifications - This section contains the index to Consolidated Financial Statements and Schedule II — Valuation and Qualifying Accounts and Reserves[762](index=762&type=chunk) - A comprehensive list of exhibits filed with the report is provided, including agreements related to debt, acquisitions, and executive compensation[764](index=764&type=chunk)[765](index=765&type=chunk)[766](index=766&type=chunk) [Item 16. Form 10-K Summary](index=148&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[770](index=770&type=chunk)

Q4 & FY 2023 Earnings and 2024 Outlook Emile Chammas Interim Co-CEO, COO Brian Sullivan Executive Director Assistant Treasurer & Investor Relations February 27, 2024 - Conference Call Supplement (Unaudited Results) Safe Harbor and Regulation G Statement Forward-looking Statements Non-U.S. GAAP Financial Measures Website Information - Please visit our website Sealedair.com We routinely post important information for investors on our website, www.sealedair.com, in the "Investors" section. We use this website ...

[Q4 & Full Year 2023 Results and 2024 Outlook](index=1&type=section&id=Q4%2C%20Full%20Year%202023%20Results%20and%20Provides%202024%20Outlook) This section provides an overview of the company's financial performance for Q4 and full year 2023, along with its strategic outlook for 2024 [Q4 & Full Year 2023 Key Results](index=1&type=section&id=Q4%20%26%20Full%20Year%202023%20Key%20Results) SEE reported a 2% decline in Q4 net sales to $1.4 billion and a 3% decline for the full year 2023 to $5.5 billion, with mixed results in net earnings and Adjusted EBITDA Q4 2023 vs Q4 2022 Performance | Metric | Q4 2023 | Change (YoY) | | :--- | :--- | :--- | | Net Sales | $1.4 billion | -2% | | Net Earnings | $125 million | +32% | | Adjusted EBITDA | $274 million | -8% | | Diluted EPS | $0.86 | +32% | | Adjusted EPS (Diluted) | $0.88 | -11% | Full Year 2023 vs Full Year 2022 Performance | Metric | Full Year 2023 | Change (YoY) | | :--- | :--- | :--- | | Net Sales | $5.5 billion | -3% | | Net Earnings | $339 million | -31% | | Adjusted EBITDA | $1,107 million | -9% | | Diluted EPS | $2.34 | -30% | | Adjusted EPS (Diluted) | $3.18 | -22% | - Full year 2023 free cash flow was **$467 million**, excluding $195 million in payments for prior year tax matters, representing a **24% increase** compared to the prior year[1](index=1&type=chunk)[19](index=19&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management acknowledged that Q4 results met expectations despite continued weakness in end-markets, focusing on strategic initiatives and an anticipated market recovery - The company is ramping up its CTO2Grow initiatives to enhance business competitiveness and counteract persistent weakness in end-markets[2](index=2&type=chunk) - Management delivered strong free cash flow and made significant progress in deleveraging the balance sheet[2](index=2&type=chunk) - The 2024 outlook assumes end-markets are stabilizing, with an expected recovery in the second half of the year[2](index=2&type=chunk) - The CEO search is in progress and is targeted for completion in the coming months[2](index=2&type=chunk) [Detailed Financial Analysis](index=4&type=section&id=Detailed%20Financial%20Analysis) This section provides an in-depth analysis of the company's Q4 2023 business segment performance, U.S. GAAP and Non-U.S. GAAP financial results, and cash flow position [Business Segment Performance (Q4 2023)](index=4&type=section&id=Business%20Segment%20Performance%20%28Q4%202023%29) In Q4 2023, the Food segment's net sales grew 2% to $893 million, aided by the Liquibox acquisition, though volumes declined 3%, while the Protective segment's net sales fell 9% to $485 million due to volume and pricing pressures [Food Segment](index=4&type=section&id=Food%20Segment) The Food segment's Q4 net sales increased by 2% to $893 million, primarily driven by the Liquibox acquisition, which offset a 3% decline in volumes, leading to a 3% decrease in Adjusted EBITDA Food Segment Q4 2023 Performance | Metric | Q4 2023 | Change (YoY) | | :--- | :--- | :--- | | Net Sales | $893 million | +2% | | Constant Dollar Sales | - | +5% | | Volume | - | -3% | | Adjusted EBITDA | $195 million | -3% | | Adjusted EBITDA Margin | 21.8% | -130 bps | - The Liquibox acquisition contributed **$70 million**, or **8%**, to net sales[5](index=5&type=chunk) [Protective Segment](index=4&type=section&id=Protective%20Segment) The Protective segment's Q4 net sales decreased by 9% to $485 million, driven by a 5% drop in volumes and a 5% unfavorable price impact, resulting in a 12% decline in Adjusted EBITDA Protective Segment Q4 2023 Performance | Metric | Q4 2023 | Change (YoY) | | :--- | :--- | :--- | | Net Sales | $485 million | -9% | | Constant Dollar Sales | - | -10% | | Volume | - | -5% | | Price | - | -5% | | Adjusted EBITDA | ~$90 million | -12% | | Adjusted EBITDA Margin | 18.7% | -50 bps | [U.S. GAAP Financial Results](index=4&type=section&id=U.S.%20GAAP%20Financial%20Results) On a U.S. GAAP basis, Q4 2023 net earnings increased to $125 million due to a significantly lower effective tax rate, while full-year 2023 net earnings decreased to $339 million, impacted by acquisition and restructuring costs [Fourth Quarter 2023 (GAAP)](index=4&type=section&id=Fourth%20Quarter%202023%20%28GAAP%29) In Q4 2023, net sales decreased 2% to $1.4 billion, while net earnings rose to **$125 million** primarily due to lower tax expense from the resolution of IRS matters - Q4 net sales decreased **2%**, with a **9% increase** in APAC, a **3% decrease** in the Americas, and a **6% decrease** in EMEA[7](index=7&type=chunk) - Net earnings increased to **$125 million**, primarily due to lower tax expense associated with the resolution of tax filing positions with the IRS Independent Office of Appeals[8](index=8&type=chunk) - The effective tax rate was **(7.8)%** in Q4 2023, a significant drop from **47.2%** in Q4 2022, due to the resolution of certain tax matters[9](index=9&type=chunk) [Full Year 2023 (GAAP)](index=4&type=section&id=Full%20Year%202023%20%28GAAP%29) For the full year 2023, net sales decreased 3% to $5.5 billion, and net earnings fell to **$339 million** due to **$122 million** in unfavorable Special Items, despite a lower effective tax rate - Full year 2023 net sales decreased **3%**, with the Americas down **4%**, EMEA down **1%**, and APAC remaining essentially flat[10](index=10&type=chunk) - Net earnings fell to **$339 million** from **$491 million**, impacted by **$122 million** in Special Items related to the Liquibox acquisition, restructuring, and foreign currency losses[11](index=11&type=chunk) - The full-year effective tax rate was **21.0%** in 2023, compared to **32.6%** in 2022, benefiting from the resolution of the same IRS matters that impacted Q4[12](index=12&type=chunk) [Non-U.S. GAAP Financial Results](index=5&type=section&id=Non-U.S.%20GAAP%20Financial%20Results) On a non-GAAP basis, Q4 2023 Adjusted EBITDA was $274 million, down from $297 million, and full year 2023 Adjusted EBITDA was $1,107 million, a decrease from $1,210 million, both primarily due to lower volumes [Fourth Quarter 2023 (Non-GAAP)](index=5&type=section&id=Fourth%20Quarter%202023%20%28Non-GAAP%29) In Q4 2023, Adjusted EBITDA fell to **$274 million** from **$297 million** due to lower volumes, and Adjusted EPS decreased to **$0.88** from **$0.99** due to lower Adjusted EBITDA and higher interest expense - Adjusted EBITDA was **$274 million** (**19.9% margin**) in Q4 2023, down from **$297 million** (**21.1% margin**) in Q4 2022, primarily due to lower volumes[14](index=14&type=chunk) - Adjusted EPS decreased to **$0.88** from **$0.99**, attributed to lower Adjusted EBITDA and higher interest expense[15](index=15&type=chunk) [Full Year 2023 (Non-GAAP)](index=5&type=section&id=Full%20Year%202023%20%28Non-GAAP%29) For the full year 2023, organic net sales fell **6%**, Adjusted EBITDA was **$1,107 million**, down from **$1,210 million**, and Adjusted EPS decreased to **$3.18** from **$4.10**, primarily due to lower volumes and higher interest costs - Full year 2023 organic net sales decreased **6%**, with volumes down **7%** and price up **1%**[16](index=16&type=chunk) - Adjusted EBITDA was **$1,107 million** (**20.2% margin**) for 2023, compared to **$1,210 million** (**21.5% margin**) for 2022, with the decrease largely due to lower volumes[17](index=17&type=chunk) - Adjusted EPS fell to **$3.18** from **$4.10**, primarily due to lower Adjusted EBITDA and higher interest expense[18](index=18&type=chunk) [Cash Flow and Net Debt](index=5&type=section&id=Cash%20Flow%20and%20Net%20Debt) For the full year 2023, free cash flow was **$467 million** (excluding tax payments), up 24% year-over-year, while net debt significantly increased to **$4.3 billion** due to the Liquibox acquisition, raising the net leverage ratio to **3.9x** Cash Flow and Debt Metrics (Full Year 2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash Flow from Operations | $516 million | $613 million | | Free Cash Flow (as reported) | $272 million | $376 million | | Free Cash Flow (ex-tax matters) | $467 million | $376 million | | Net Debt | $4.3 billion | $3.2 billion | | Net Leverage Ratio | 3.9x | 2.7x | - The company had approximately **$1.35 billion** of available liquidity as of December 31, 2023, comprising **$346 million** in cash and **$1.0 billion** in unused credit facilities[21](index=21&type=chunk) - In Q4 2023, SEE issued **$425 million** in senior notes due 2031 to repurchase notes due in 2024 and repaid an additional **$175 million** of other debt[22](index=22&type=chunk) [2024 Outlook](index=5&type=section&id=Outlook%20for%20Full%20Year%202024) This section outlines the company's financial projections and strategic guidance for the full fiscal year 2024 [Full Year 2024 Guidance](index=6&type=section&id=Full%20Year%202024%20Guidance) SEE projects 2024 net sales between $5.2 billion and $5.6 billion, Adjusted EBITDA between $1.05 billion and $1.15 billion, Adjusted EPS between $2.65 and $3.05, and free cash flow between $325 million and $425 million Full Year 2024 Financial Outlook | Metric | 2024 Guidance Range | | :--- | :--- | | Net Sales | $5.2 billion to $5.6 billion | | Adjusted EBITDA | $1.05 billion to $1.15 billion | | Adjusted EPS | $2.65 to $3.05 | | Free Cash Flow | $325 million to $425 million | | Capital Expenditures | ~$230 million | - The Adjusted EPS forecast is based on approximately **146 million** shares outstanding and an anticipated Adjusted Tax Rate of **26% to 27%**[24](index=24&type=chunk) [Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited consolidated statements of operations, balance sheets, and cash flows for the company [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the year ended December 31, 2023, SEE's net sales decreased to $5.49 billion, gross profit fell to $1.64 billion, and net earnings from continuing operations declined to $339.3 million due to increased interest and other expenses Statement of Operations Highlights (Full Year) | (In USD millions) | 2023 | 2022 | | :--- | :--- | :--- | | Net sales | $5,488.9 | $5,641.9 | | Gross profit | $1,641.3 | $1,772.9 | | Operating profit | $754.6 | $944.8 | | Interest expense, net | $(263.0) | $(162.3) | | Net earnings from continuing operations | $339.3 | $491.3 | | Diluted EPS from continuing operations | $2.34 | $3.33 | [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets increased to $7.20 billion, primarily due to the Liquibox acquisition, while total liabilities rose to $6.65 billion driven by increased long-term debt Balance Sheet Highlights (Year-End) | (In USD millions) | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total current assets | $1,963.3 | $2,116.8 | | Goodwill | $2,892.5 | $2,174.5 | | **Total assets** | **$7,200.6** | **$6,214.7** | | Total current liabilities | $1,509.0 | $2,081.8 | | Long-term debt, less current portion | $4,513.9 | $3,237.9 | | **Total liabilities** | **$6,651.1** | **$5,870.6** | | **Total stockholders' equity** | **$549.5** | **$344.1** | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the full year 2023, net cash provided by operating activities decreased to $516.2 million, while net cash used in investing activities significantly increased to $1.38 billion due to acquisitions, resulting in a net decrease in cash and cash equivalents Statement of Cash Flows Highlights (Full Year) | (In USD millions) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $516.2 | $613.3 | | Net cash used in investing activities | $(1,378.2) | $(243.0) | | Net cash provided by (used in) financing activities | $755.7 | $(446.7) | | Net change in cash and cash equivalents | $(110.0) | $(104.9) | | **Free Cash Flow** | **$272.0** | **$376.0** | [Non-GAAP Reconciliations and Supplemental Data](index=14&type=section&id=Non-GAAP%20Reconciliations%20and%20Supplemental%20Data) This section provides reconciliations of U.S. GAAP to Non-U.S. GAAP financial measures and supplemental data on sales changes by segment and region [Reconciliation of Net Earnings to Adjusted Net Earnings](index=14&type=section&id=Reconciliation%20of%20Net%20Earnings%20to%20Adjusted%20Net%20Earnings) For the full year 2023, U.S. GAAP net earnings of $339.3 million were adjusted for $122.0 million in special items, resulting in Non-U.S. GAAP adjusted net earnings of $461.3 million and an Adjusted EPS of $3.18 FY 2023 Reconciliation of Net Earnings to Adjusted Net Earnings | (In USD millions) | Net Earnings | Diluted EPS | | :--- | :--- | :--- | | U.S. GAAP | $339.3 | $2.34 | | Special Items | $122.0 | $0.84 | | **Non-U.S. GAAP Adjusted** | **$461.3** | **$3.18** | [Components of Change in Net Sales by Segment](index=16&type=section&id=Components%20of%20Change%20in%20Net%20Sales%20by%20Segment) For the full year 2023, total company organic sales declined **6.0%**, primarily driven by a **15.0%** organic decline in the Protective segment, while the Food segment saw a slight organic increase of **0.3%** FY 2023 Net Sales Change by Segment (vs. FY 2022) | Segment | Price | Volume | Organic Change | Acquisition | Total Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Food | +2.1% | -1.8% | +0.3% | +8.6% | +6.1% | | Protective | -1.0% | -14.0% | -15.0% | 0.0% | -15.3% | | **Total Company** | **+0.8%** | **-6.8%** | **-6.0%** | **+5.1%** | **-2.7%** | [Components of Change in Net Sales by Region](index=17&type=section&id=Components%20of%20Change%20in%20Net%20Sales%20by%20Region) For the full year 2023, organic sales declined across most regions, with the Americas down **7.4%** and EMEA down **5.2%**, resulting in overall reported sales decreases after accounting for acquisitions and currency effects FY 2023 Net Sales Change by Region (vs. FY 2022) | Region | Organic Change | Acquisition | Currency | Total Change | | :--- | :--- | :--- | :--- | :--- | | Americas | -7.4% | +5.5% | -1.9% | -3.8% | | EMEA | -5.2% | +4.4% | -0.1% | -0.9% | | APAC | -0.5% | +3.9% | -3.7% | -0.3% | | **Total Company** | **-6.0%** | **+5.1%** | **-1.8%** | **-2.7%** | [Reconciliation of Net Earnings to Adjusted EBITDA](index=18&type=section&id=Reconciliation%20of%20Net%20Earnings%20to%20Adjusted%20EBITDA) For the full year 2023, Consolidated Adjusted EBITDA was **$1,106.6 million**, a decrease from **$1,210.2 million** in 2022, with the Food segment's Adjusted EBITDA increasing while the Protective segment's fell significantly FY 2023 Adjusted EBITDA by Segment (vs. FY 2022) | (In USD millions) | 2023 | 2022 | | :--- | :--- | :--- | | Food Adjusted EBITDA | $775.0 | $755.1 | | Protective Adjusted EBITDA | $361.8 | $465.6 | | **Consolidated Adjusted EBITDA** | **$1,106.6** | **$1,210.2** | - To arrive at the Non-U.S. GAAP Consolidated Adjusted EBITDA of **$1,106.6 million** for 2023, adjustments to U.S. GAAP Net Earnings (**$339.3M**) included adding back net interest expense (**$263.0M**), income tax (**$90.4M**), depreciation & amortization (**$239.6M**), and pre-tax special items (**$174.3M**)[54](index=54&type=chunk)