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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ 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 (Exact name of registrant as specified in its charter) | Delaware | 65-0654331 | | --- | --- | | ...