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What changed in SEALED AIR CORP/DE's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of SEALED AIR CORP/DE's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+430 added−520 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-27)

Top changes in SEALED AIR CORP/DE's 2024 10-K

430 paragraphs added · 520 removed · 346 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

45 edited+11 added−39 removed29 unchanged
Biggest changeWe had approximately 5,000 employees (close to 30% of total employee population and primarily outside the U.S.) who were covered by collective bargaining agreements as of December 31, 2023. Many of the covered employees are represented by works councils or industrial boards, as is customary in the jurisdictions in which they are employed.
Biggest changeMany of the covered employees are represented by works councils or industrial boards, as is customary in the jurisdictions in which they are employed. The collective bargaining agreements covering approximately 51% of such employees will expire during 2025, and we will be engaged in negotiations to attain new agreements, which is consistent with prior years.
The SEC maintains an Internet site that contains these filings and they can be accessed via the Internet address https://www.sec.gov. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Form 10-K. 10
The SEC maintains an Internet site that contains these filings and they can be accessed via the Internet address https://www.sec.gov. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Form 10-K. 8
However, in some regions we rely on some sole-source suppliers, and we seek to mitigate the associated risks through our global inventory and supply agreements. Some materials used to manufacture our packaging products are sourced from recycled content from our operations or are obtained through our participation in recycling programs.
However, in some regions we rely on some sole-source suppliers, and we seek to mitigate the associated risks through our global inventory and supply agreements. Some 6 materials used to manufacture our packaging products are sourced from recycled content from our operations or are obtained through our participation in recycling programs.
Key elements of this environmental management system are implemented throughout our 9 operations. We believe that compliance with current environmental and workplace health and safety laws and regulations has not had a material effect on our capital expenditures or consolidated financial condition.
Key elements of this environmental management system are implemented throughout our operations. We believe that compliance with current environmental and workplace health and safety laws and regulations has not had a material effect on our capital expenditures or consolidated financial condition.
Solutions serving the food retail market include products such as barrier bags, film, and trays, and are primarily marketed under the CRYOVAC ® trademark and other highly recognized trade names including CRYOVAC ® brand Grip & Tear™, CRYOVAC ® brand Darfresh ® , OptiDure™, Simple Steps ® , and CRYOVAC ® brand Barrier Bags.
Solutions serving the food retail market include products such as barrier bags, film, and trays, and are primarily marketed under the CRYOVAC ® trademark and other 5 highly recognized trade names including CRYOVAC ® brand Grip & Tear™, CRYOVAC ® brand Darfresh ® , OptiDure™, Simple Steps ® , and CRYOVAC ® brand Barrier Bags.
We have policies in place which guide the Company in environmental, health and safety matters including training, materials conservation, communications, targets and transparency. Certain U.S. states have passed laws for Extended Producer Responsibility ("EPR"). EPR laws also exist in many other countries where we do business including the EU and Canada.
We have policies in place which guide the Company in environmental, health and safety matters including training, materials conservation, communications, targets and transparency. 7 Certain U.S. states have passed laws for Extended Producer Responsibility ("EPR"). EPR laws also exist in many other countries where we do business including the UK, the EU and Canada.
Product returns from our distributors in 2023 were not material. Sales to governments, or government contracts, are not material to our Protective segment. No single customer or affiliated group of customers represented more than 10% of segment revenue in 2023. There are other manufacturers of products similar to those produced by Protective.
Product returns from our distributors in 2024 were not material. Sales to governments, or government contracts, are not material to our Protective segment. No single customer or affiliated group of customers represented more than 10% of segment revenue in 2024. There are other manufacturers of products similar to those produced by Protective.
Various federal, state, local and foreign laws and regulations regulate some of our products and require us to register certain products and comply with specified requirements. We are also subject to various federal, state, local and foreign laws and regulations that regulate products manufactured and sold by us for controlling microbial growth on humans, animals and processed foods.
Various federal, state, local and foreign laws and regulations regulate some of our products and require us to register certain products and comply with specified requirements. We are also subject to various federal, state, local and foreign laws and regulations that regulate products manufactured and sold by us for controlling microbial growth affecting humans, animals and processed foods.
No single customer or affiliated group of customers represented more than 10% of segment revenue in 2023. There are other manufacturers of products similar to those produced by Food, some that operate across multiple regions and others that operate in a single region or single country.
No single customer or affiliated group of customers represented more than 10% of segment revenue in 2024. There are other manufacturers of products similar to those produced by Food, some that operate across multiple regions and others that operate in a single region or single country.
In some jurisdictions in which our packaging products are sold or used, laws and regulations have been adopted or proposed that seek to regulate, among other things, minimum levels of recycled or reprocessed content and, more generally, the sale or disposal of packaging materials.
In some jurisdictions in which our packaging products are sold or used, laws and regulations have been adopted or proposed that seek to regulate, among other things, the use of plastics, the minimum levels of recycled or reprocessed content and, more generally, the sale or disposal of packaging materials.
Our global scale and agility have enabled us to address the evolving customer needs across our end markets and geographies and position us to capitalize on growth opportunities in markets around the world. We operate through our subsidiaries and have a presence in the U.S. and 45 other countries/territories listed below.
Our global scale and agility have 3 enabled us to address the evolving customer needs across our end markets and geographies and position us to capitalize on growth opportunities in markets around the world. We operate through our subsidiaries and have a presence in the U.S. and 45 other countries/territories.
Our customer base is diverse, with no single customer or affiliated group of customers representing more than 10% of net sales in 2023, 2022 or 2021. Iconic Brands.
Our customer base is diverse, with no single customer or affiliated group of customers representing more than 10% of net sales in 2024, 2023 or 2022. Iconic Brands.
Protective solutions are sold through a strategic network of distributors as well as directly to end customers, including, but not limited to, fabricators, original equipment manufacturers, contract manufacturers, logistics partners and e-commerce/fulfillment operations. In 2023, approximately 50% of our Protective sales were sold through distributors. We generally do not impose annual minimum purchase volume requirements on our distributors.
Protective solutions are sold through a strategic network of distributors as well as directly to end customers, including, but not limited to, fabricators, original equipment manufacturers, contract manufacturers, logistics partners and e-commerce/fulfillment operations. In 2024, approximately 45% of our Protective sales were sold through distributors. We generally do not impose annual minimum purchase volume requirements on our distributors.
Food offers integrated packaging materials and automated equipment solutions to increase food safety, extend shelf life, reduce food waste, automate processes, and optimize total cost. Its materials, automated equipment and service enable customers to reduce costs and enhance their brands in the marketplace.
Food offers integrated packaging materials and automated equipment solutions to increase food safety, extend shelf life, reduce food waste, automate processes, and optimize total cost. Its materials, automated equipment and service enable customers to reduce costs and enhance their brands.
Innovation, Research and Development Our innovation, research and development capabilities encompass a broad range of disciplines including food science, materials science, chemical, mechanical, electrical and software engineering, microbiology, digital applications development, digital printing, and packaging automation equipment design and engineering. Our research and development expense was $97 million in 2023, $103 million in 2022 and $100 million in 2021.
Innovation, Research and Development Our innovation, research and development capabilities encompass a broad range of disciplines including food science, materials science, chemical, mechanical, electrical and software engineering, microbiology, digital applications development, digital printing, and packaging automation equipment design and engineering. Our research and development expense was $93 million in 2024, $97 million in 2023 and $103 million in 2022.
Sealed Air Corporation (“SEE”, “Sealed Air”, or the “Company”, also referred to as “we”, “us”, or “our”) is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. SEE designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes.
Item 1. Business The Company: Sealed Air Sealed Air Corporation (“Sealed Air”, or the “Company”, also referred to as “we”, “us”, or “our”) is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes.
As we progress in the CTO2Grow Program, we are looking to leverage the voice of our customers and market insights to accelerate the development of sustainable and automated packaging solutions that meet our rapidly evolving end market needs. Sustainability Sustainability is embedded in our business strategy.
As we progress in the CTO2Grow Program, we are looking to leverage the voice of our customers and market insights to accelerate the development of sustainable and automated packaging solutions that meet our rapidly evolving end market needs. Sustainability Sustainability is embedded in our business strategy and integral to how we operate, support our customers and grow.
See Note 6, “Segments,” set forth in Part II, Item 8, “Financial Statements and Supplementary Data” for further information. 7 Food Food solutions are sold to food processors in fresh red meat, smoked and processed meats, poultry, seafood, plant-based protein, fluids and liquids and cheese markets worldwide.
See Note 6, “Segments,” set forth in Part II, Item 8, “Financial Statements and Supplementary Data” for further information. Food Food solutions are sold to industrial food processors in fresh red meat, smoked and processed meats, poultry, seafood, fluids and liquids, cheese, and other food markets worldwide.
We strive to ensure these brands continue to represent our commitment to deliver safety, security, performance and innovation. Global Scale and Market Access. SEE serves a diverse global customer base with a sales and distribution network reaching 115 countries/territories. In 2023, 47% of net sales were from outside the U.S.
We strive to ensure these brands continue to represent our commitment to deliver safety, security, performance and innovation. Global Scale and Market Access. Sealed Air serves a diverse global customer base with a sales and distribution network reaching 117 countries/territories. In 2024, 47% of net sales were from outside the U.S.
Our business is not dependent upon any single patent or trademark alone. The expiration or unenforceability of any single one of our patents, applications, licenses or trademark registrations would not be material to our business or our consolidated financial condition, results of operations, or cash flows.
The expiration or unenforceability of any single one of our patents, applications, licenses or trademark registrations would not be material to our business or our consolidated financial condition, results of operations, or cash flows.
Our strategy is enabled by our balanced capital allocation approach that is designed to maximize value for our shareholders with the goal to deliver above-market profitable organic growth and attractive returns on invested capital while strengthening our balance sheet through the repayment of debt.
Our capital allocation philosophy is designed to maximize value for our shareholders with the goal to deliver above-market profitable organic growth and attractive returns on invested capital while strengthening our balance sheet through the repayment of debt.
To date, the cost of complying with worker safety requirements and OSHA compliance, and similar non-U.S. laws, has not had a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows. Our emphasis on environmental, health and safety compliance provides us with risk reduction opportunities and cost savings through asset protection and protection of employees.
To date, the cost of complying with worker safety requirements and OSHA compliance, and similar non-U.S. laws, has not had a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows.
We also generally employ: • Marketing, sales, business development and technical packaging solutions professionals who work in the field and at our customers' facilities; • Innovation, research and development, digital, automation and sustainability focused employees who work in our Packaging Solutions Development and Innovation Centers; and • Customer service and support personnel as well as administrative and management employees who work in our offices and in remote environments.
We also generally employ: • Marketing, sales, business development and technical packaging solutions professionals who work in the field and at our customers' facilities; • Innovation, research and development, automation and sustainability focused employees who work in our Packaging Solutions Development and Innovation Centers; and • Customer service and support personnel as well as administrative and management employees who work in our offices and in remote environments. 4 As of December 31, 2024, we had approximately 6,800 employees in the U.S. and approximately 9,600 employees outside the U.S.
In addition, the EU is revising the packaging and packaging waste directive that may have an impact on existing EPR schemes. We continue to monitor regulatory developments, including within those regions for which we may be subject to EPR fees starting in 2024.
In addition, the EU has published the Packaging and Packaging Waste Regulation ("PPWR") that may have an impact on existing EPR schemes and packaging design and recovery. We continue to monitor regulatory developments, including within those regions for which we may be subject to EPR fees and design requirements.
Our portfolio of solutions includes leading brands such as CRYOVAC ® brand food packaging, LIQUIBOX ® brand liquids systems, SEALED AIR ® brand protective packaging, AUTOBAG ® brand automated packaging systems and BUBBLE WRAP ® brand packaging. We have two reportable segments, Food and Protective. Liquibox is included in our Food reporting segment.
Our portfolio of solutions includes leading brands such as CRYOVAC ® brand food packaging, LIQUIBOX ® brand liquids systems, SEALED AIR ® brand protective packaging, AUTOBAG ® brand automated packaging systems and BUBBLE WRAP ® brand packaging. We have two reportable segments, Food and Protective. Refer to “Reportable Segments” below for additional information.
Our objective is to leverage our global scale to achieve purchasing efficiencies and reduce our total delivered cost across all our regions. We do this while adhering to strategic performance metrics and stringent purchasing practices.
We have a supply chain organization, which includes centralized management of purchasing and logistic activities across both segments. Our objective is to leverage our global scale to achieve purchasing efficiencies and reduce our total delivered cost across all our regions. We do this while adhering to strategic performance metrics and stringent purchasing practices.
We maintain programs to comply with the various laws, rules and regulations related to the protection of the environment that we may be subject to in the many countries/territories in which we operate.
For example, such legislations went into effect in the United Kingdom ("UK") in 2022 and Spain in 2023. We maintain programs to comply with the various laws, rules and regulations related to the protection of the environment that we may be subject to in the many countries/territories in which we operate.
Our principal raw materials are polyolefin and other petrochemical-based resins, as well as paper pulp products. Raw materials typically represent approximately one-third of our consolidated cost of sales.
Raw Materials and Purchasing Suppliers provide raw materials, packaging components, contract manufactured goods, equipment and other direct materials, such as inks, films and paper. Our principal raw materials are polyolefin and other petrochemical-based resins, as well as paper pulp products. Raw materials typically represent approximately one-third of our consolidated cost of sales.
We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. In February 2023, we acquired Liquibox and expanded our product offerings to liquid packaging and dispensing solutions for food, beverage, consumer goods and industrial end markets.
We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials.
SEE's management regularly reports and discusses our workforce and people management strategies and related matters with our Board of Directors and the People and Compensation Committee (formerly the Organization and Compensation Committee), or "P&C Committee", of the Board of Directors, including matters related to compensation, succession planning, corporate culture, employee engagement, and diversity, equity and inclusion (“DEI”). 5 As of December 31, 2023, our employee population was approximately 17,000 people.
Sealed Air’s management regularly reports and discusses our workforce and people management strategies and related matters with our Board of Directors and the People and Compensation Committee, or "P&C Committee", of the Board of Directors, including matters related to compensation and pay equity, development, succession planning, corporate culture, employee inclusion and engagement.
Reportable Segments We report our segment information in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting,” (“FASB ASC Topic 280”).
Key elements of our approach include integrated leadership responsibility for a zero-harm culture, a machine safety program, and system enhancements. Reportable Segments We report our segment information in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting,” (“FASB ASC Topic 280”).
Compliance with Government Regulations As a manufacturer, we are subject to various laws, rules and regulations in the countries/territories, jurisdictions and localities in which we operate.
Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion of our 2024 results. Compliance with Government Regulations As a manufacturer, we are subject to various laws, rules and regulations in the countries/territories, jurisdictions and localities in which we operate.
Culture SEE strives to foster a caring, high-performance growth culture that will deliver consistent, sustainable profitable growth and accelerate our performance – a culture where accountability is clear and aligned, and where we reward business outcomes and impact.
Our Culture Sealed Air fosters a high-performance, highly engaged culture that will deliver consistent, profitable growth and accelerate our performance – a culture where accountability is clear and aligned and our people are connected to and rewarded for business outcomes and impact.
Please refer to Part II, Item 8, “Financial Statements and Supplementary Data” for financial information about the Company and its subsidiaries, which is incorporated herein by reference.
In 2024, we generated net sales of $5.4 billion, net earnings from continuing operations of $270 million, and net cash provided by operating activities of $728 million. Please refer to Part II, Item 8, “Financial Statements and Supplementary Data” for financial information about the Company and its subsidiaries, which is incorporated herein by reference.
A focus on materials circularity, sustainability, and automation and equipment offerings will continue to define the direction of the competitive landscape into the future for both segments.
A focus on materials circularity, sustainability, and automation and equipment offerings will continue to define the direction of the competitive landscape into the future for both segments. Additionally, some of our Food and Protective competitors have been consolidating in recent years or have been involved in significant merger and acquisition activity, and this trend may continue.
In 2023, we experienced slightly higher net sales in the second half of the year as compared to the first half which was partially due to the impact of foreign currency translation and the timing of the Liquibox acquisition.
In 2024, we experienced slightly higher net sales in the second half of the year as compared to the first half.
CTO2Grow: Accelerating growth by relentless focus on productivity and cost efficiency The cost take-out to grow program (“CTO2Grow Program”) was launched in 2023 and targets annualized savings of $140 to $160 million by the end of 2025.
Our productivity and efficiency initiatives include the cost take-out to grow program (the “CTO2Grow Program”), launched in 2023 which targets to achieve full annualized savings of $160 million by the end of 2025. The CTO2Grow Program focuses on operational excellence, growth acceleration, portfolio optimization and customer-centric innovation with an eye towards sustainability.
As of December 31, 2023, we had approximately 7,200 employees in the U.S. and approximately 9,800 employees outside the U.S. Our workforce is relatively stable and does not experience significant seasonal fluctuations.
Our workforce is relatively stable and does not experience significant seasonal fluctuations. We had approximately 5,300 employees (close to 32% of total employee population and primarily outside the U.S.) who were covered by collective bargaining agreements as of December 31, 2024.
Our Vision To become a world-class sustainable automated packaging solutions provider, partnering with our customers to solve their most critical food and protective packaging needs Our strategy focuses on creating long-term, value-added partnerships with our customers to advance sustainable, automated and digital packaging solutions, leveraging our industry-leading expertise in materials, automation systems, engineering and technologies.
Our strategy focuses on creating long-term, value-added partnerships with our customers to advance sustainable and automated packaging solutions, leveraging our industry-leading expertise in materials, automation systems, engineering and technologies. Our strategy is enabled by our balanced capital allocation approach and by our drive to increase efficiency and maximize productivity throughout our operations.
The largest component of SEE's workforce is approximately 10,800 direct manufacturing employees in our manufacturing facilities.
As of December 31, 2024, our employee population was approximately 16,400 people. The largest component of Sealed Air’s workforce is approximately 10,600 direct manufacturing employees in our manufacturing facilities.
Diversity, Equity and Inclusion We are a global company with an employee population representing a broad diversity of cultures, languages, ethnicities, and races. We recognize the value of workplace diversity and support an inclusive culture across the globe.
Our culture guides everything we do – how we partner with our customers and suppliers, attract and retain top talent, and create value for our stakeholders. As a global company, our employee population represents a broad range of cultures, languages, ethnicities, and races. We are committed to building an inclusive workplace and culture across the globe.
Health and Safety As a company with manufacturing operations across the world, protecting the health, safety and well-being of our people is a top priority.
Environment, Health and Safety As a Company with manufacturing operations across the world, ensuring a culture of health, safety, and well-being is a top priority to Sealed Air, and our stakeholders. We are committed to achieving zero harm and actively manage our operations to maintain a safe and healthy work environment for all.
The collective bargaining agreements covering approximately 42% of such employees will expire during 2024, and we will be engaged in negotiations to attain new agreements, which is consistent with prior years. We did not experience any significant union-related work stoppages during 2023 and believe we have satisfactory labor relations with our employees.
Sealed Air did not experience any significant union-related work stoppages during 2024 and believe we have satisfactory labor relations with our employees.
To the best of our knowledge, we are in compliance with all current global regulations regarding the use of PFAS. Additionally, certain countries have adopted legislations that impose taxes on plastic packaging materials, which apply to some of our materials or products. For example, such legislations went into effect in the United Kingdom (UK) in 2022 and Spain in 2023.
From time to time, the Company has been, and in the future may be named as, one of several defendants in these legal actions. Additionally, certain countries have adopted legislations that impose taxes on plastic packaging materials, which apply to some of our materials or products.
Within our own operations, we are focused on reducing energy-intensity, diverting manufacturing waste from landfill and external incineration, and achieving water intensity reductions. We have a strategy to mitigate climate change with approved Science Based Targets for 2030, in line with the Science Based Targets initiative ("SBTi"), for Scopes 1 and 2 GHG emissions.
Within our own operations, we are focused on reducing greenhouse gas emissions, minimizing energy and water use, and diverting manufacturing waste from landfill and external incineration. Human Capital Overview Our people lead the development and execution of our business strategy, drive outcomes, and actively contribute to realizing our purpose.
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Item 1. Business The Company: SEE Our Purpose We are in business to protect, to solve critical packaging challenges, and to make our world better than we find it.
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Intellectual Property We are the owner or licensee of approximately 2,410 U.S. and foreign patents and patent applications, and approximately 2,210 U.S. and foreign trademark registrations and trademark applications that relate to our products, manufacturing processes and equipment. Our business is not dependent upon any single patent or trademark alone.
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Refer to “Reportable Segments” below for additional information. In 2023, we generated net sales of $5.5 billion, net earnings from continuing operations of $339 million, and net cash provided by operating activities of $516 million.
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Sustainable solutions for our customers. We design, manufacture and deliver solutions for our customers that combine a range of technically advanced materials and equipment offerings. These solutions are designed to optimize efficiencies, protect food and products, and decrease damage during transport.
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The CTO2Grow Program seeks to improve the effectiveness and efficiency of our solutions-focused go-to-market organization, optimize our portfolio with a focus on automation, digital and sustainable solutions, streamline our supply chain footprint and drive selling, general and administrative (“SG&A”) productivity.
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In addition, we collaborate with our customers, channel partners and suppliers to support circular business models, advance technologies to recover and recycle flexible plastics, and contribute to the diversion and reduction of manufacturing and consumer waste.
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Our CTO2Grow program focuses on: • SEE Operational Excellence and cost reduction initiatives: Increasing focus on world-class operations, zero-harm, flawless quality, on-time delivery, network optimization, and productivity improvements. • Accelerate growth: Streamlining our commercial organization to improve commercial effectiveness and growth outlook by allocating resources closer to our customers within our distinct Food and Protective end markets.
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We are committed to advancing the circular economy through efforts to design or advance our packaging solutions to be recyclable, collaborate on recycling technology and infrastructure, and incorporate recycled or renewable content across our portfolio. Sustainable Operations.
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Continuing to lead with automation and provide our customers with a single point of contact for both materials and equipment. 3 • Portfolio optimization efforts: Aligning our portfolio of products with our longer-term strategy to develop sustainable, automated, digital packaging solutions that drive above market growth.
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We recognize how important it is to create a high-performing and highly engaged culture where our people feel motivated to consistently achieve excellent results for our customers and stakeholders, and derive benefit from being part of the team.
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For non-core portfolios, determining the best path forward to unlock value. • Innovate and advance sustainability: Leveraging the voice of our customers and market insights to accelerate the development of sustainable and automated packaging solutions that meet our rapidly evolving end market needs.
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Talent attraction and development Our recruitment strategy emphasizes attracting candidates of the highest possible caliber from all backgrounds, recognizing that an inclusive workforce drives innovation, creativity, and sustainable growth.
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Argentina Czech Republic Ireland Peru Spain Australia Denmark Italy Philippines Sweden Belgium Finland Japan Poland Switzerland Brazil France Luxembourg Portugal Taiwan Canada Germany Malaysia Russia Thailand Chile Greece Mexico Singapore United Arab Emirates China Guatemala Netherlands Slovakia United Kingdom Colombia Hungary New Zealand South Africa Uruguay Costa Rica India Norway South Korea Vietnam We face risks inherent in these international operations, such as currency fluctuations, supply chain disruptions, inflation and political instability.
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Sealed Air’s policy does not allow any form of discrimination against any applicant for employment, or any employee because of any protected category, including age, color, sex, disability, national origin, race, religion, or veteran status, in violation of local, state, and federal law and Company policy.
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Information on currency exchange risk appears in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of this Annual Report on Form 10-K, which is incorporated herein by reference.
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Sealed Air prioritizes talent development that aims to foster a culture of continuous growth and career progression. We offer learning and development opportunities that build knowledge, capabilities, and skills necessary to enable our people to succeed in their current and future roles.
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Other risks attendant to our international operations are set forth in Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K, which is incorporated herein by reference.
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Sealed Air operates an Environment, Health and Safety ("EHS") management system that demonstrates a strong commitment to operational excellence. We have a structured process in place for managing, tracking, and reporting health and safety incidents. EHS performance is monitored, formally reviewed and elevated to the regional leadership and global executive level monthly.
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Information on the impact of currency exchange on our Consolidated Financial Statements appears in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Financial information showing net sales for the year ended December 31, 2023 and total long-lived assets by geographic region as of December 31, 2023 appears in Note 6, “Segments,” set forth in Part II, Item 8, “Financial Statements and Supplementary Data,” which is incorporated herein by reference. 4 Intellectual Property We are the owner or licensee of approximately 2,540 U.S. and foreign patents and patent applications, and approximately 2,360 U.S. and foreign trademark registrations and trademark applications that relate to our products, manufacturing processes and equipment.
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Our consolidated results of operations were slightly lower in the second half of the year partially driven by higher tax expense primarily due to a write-off of a deferred tax asset associated with a legal entity restructuring and higher restructuring and other associated costs related to the CTO2Grow Program.
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We combine a diverse range of materials with a multitude of equipment offerings to produce solutions that minimize the use of resources and maximize productivity. Specifically, we employ a comprehensive approach that reduces waste, lowers greenhouse gas (GHG) emissions, prevents product damage and decreases the negative impact of transport for our customers and within our own operations.
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To the best of our knowledge, we are in compliance with all current global regulations regarding the use of PFAS. Furthermore, in recent years there have been lawsuits and legal actions brought against manufacturers in various jurisdictions related to the use of PFAS in their products or manufacturing processes.
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We strive to improve the circular economy by working with customers and suppliers to drive recycling and eliminate waste. Sustainable solutions for our customers. We design and manufacture solutions that deliver the essential attributes of packaging without compromising performance. Our solutions reduce environmental impacts by decreasing product damage, preventing food waste and increasing transport efficiency.
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We are committed to designing and advancing packaging solutions that are recyclable or reusable and eliminating waste by incorporating recycled or renewable content across our portfolio. Finally, we are increasing circularity by collaborating with our customers and suppliers to drive innovation in recovering and recycling materials. Stewardship and reducing resource waste.
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We have set a goal to achieve net-zero carbon dioxide emissions across our operations (Scopes 1 and 2) by 2040. We have a transition plan that outlines the actions we will take to reduce energy consumption, increase efficiencies in our operations, and explore renewable energy opportunities for our manufacturing facilities across the globe.
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Meeting our net-zero carbon dioxide emissions pledge will require significant capital investment in our operations. We also may invest in renewable energy solutions, energy conservation measures, carbon offsets, or similar programs to reach our goals.
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We face risks inherent in achieving our sustainability goals, such as the cost for each initiative, changes in regulations and policies, and the availability of resources (including renewable energy credits, renewable energy sources, and carbon offsets), among others.
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Other risks attendant to the environment and climate change are set forth in Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K, which is incorporated herein by reference. Human Capital Overview Our business strategy and outcomes are executed by our dedicated employees.
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We recognize the important roles our people play in realizing our purpose; shaping a caring, high-performance organization and culture; and delivering world-class packaging solutions, experiences and opportunities for our customers and stakeholders.
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Our culture guides everything we do – how we partner with our customers and suppliers, attract and retain top talent, and create value for our stakeholders. SEE is committed to attracting, selecting, and developing talent that reflects the diversity of the communities and customers we serve.
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Our talent acquisition and development processes ensure we select, infuse, and grow talent to align with our culture, values, and norms. SEE prioritizes talent development, fostering a culture of continuous growth and career progression. Our people leaders inform and shape development by identifying high-potential and critical talent building differentiated development plans in our talent review and succession planning process.
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Values, Code of Conduct and Ethics Our values represent the fundamental beliefs upon which we aim to base our business and behaviors. Our Core Values Integrity Determined Collaborative Innovative Every day, we intentionally choose to do the right thing no matter the circumstance. We are empowered to deliver on our commitments.
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We operate based on mutual trust and encourage diverse thinking to achieve a common objective. We think without limits to solve customer, company and societal challenges. The Company maintains a written Code of Conduct which reflects our purpose and values as an organization and how we should act.
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It encourages all employees to promote an ethical culture and to recognize and report integrity and compliance issues. Our Code of Conduct guides us in how to manage our daily processes and interactions with professionalism, respect, and integrity. Employees attest annually to reviewing and adhering to the Code of Conduct.
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Employees receive regular online education as part of enhanced global ethics and compliance programs. This training includes required and monitored course training for employees in specific roles based on associated risk and function. Required sessions include the Code of Conduct, anti-bribery, anti-corruption, conflicts of interest, and workplace respect, among other legal and compliance subject matters.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+10 added−25 removed112 unchanged
Biggest changeWe compete on the basis of performance characteristics of our products, as well as service, price, sustainability and innovations in technology. A number of competing domestic and foreign companies are well-established. Customers in the e-commerce and food service industry and peers in the packaging industry have been consolidating in recent years, which may continue in the future.
Biggest changeOur packaging products and equipment solution offerings compete with similar products made by other manufacturers and with a number of other types of materials or products. We compete on the basis of performance characteristics of our products, as well as service, price, sustainability and innovations in technology. A number of competing domestic and foreign companies are well-established.
Any acquisitions we may undertake, including the Liquibox acquisition, and their integration involves risks and uncertainties, such as: • our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities; • we may have difficulties (1) managing an acquired company’s technologies or lines of business; (2) entering new markets where we have no, or limited, direct prior experience or where competitors may have stronger market positions; or (3) retaining key personnel from the acquired companies; • an acquisition may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices or alter go-to-market strategies that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; • our operating results or financial condition may be adversely impacted by (1) claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition; (2) pre-existing contractual relationships that we assume from an acquired company, the termination or modification of which may be costly or disruptive to our business; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices; 12 • we may not realize any anticipated increase in our revenues from an acquisition for a number of reasons, including (1) if a larger than predicted number of customers decline to renew or terminate their contracts with the acquired company; (2) if we are unable to sell the acquired products or service offerings to our customer base; (3) if acquired customers do not elect to purchase our technologies due to differing business practices; or (4) if contract models utilized by an acquired company do not allow us to recognize revenues in a manner that is consistent with our current accounting practices; • we may encounter deficiencies in internal controls at the acquired business, as well as when implementing our own management information systems, operating systems and internal controls for the acquired operations; • our due diligence process may fail to identify significant issues with the acquired business’ products, financial disclosures, accounting practices, legal, tax and other contingencies, compliance with local laws and regulations (and interpretations thereof) in the U.S. and multiple international jurisdictions; • additional acquisition-related debt could increase our leverage and potentially negatively affect our credit ratings resulting in more restrictive borrowing terms or increased borrowing costs thereby limiting our ability to borrow; and • inaccuracies in our original estimates and assumptions used to assess a transaction, which may result in us not realizing the expected financial or strategic benefits of any such transaction.
Any acquisitions we may undertake, and their integration, involves risks and uncertainties, such as: • our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities; • we may have difficulties (1) managing an acquired company’s technologies or lines of business; (2) entering new markets where we have no, or limited, direct prior experience or where competitors may have stronger market positions; or (3) retaining key personnel from the acquired companies; • an acquisition may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices or alter go-to-market strategies that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; • our operating results or financial condition may be adversely impacted by (1) claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition; (2) pre-existing contractual relationships that we assume from an acquired company, the termination or modification of which may be costly or disruptive to our business; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices; • we may not realize any anticipated increase in our revenues from an acquisition for a number of reasons, including (1) if a larger than predicted number of customers decline to renew or terminate their contracts with the acquired company; (2) if we are unable to sell the acquired products or service offerings to our customer base; (3) if acquired customers do not elect to purchase our technologies due to differing business practices; or (4) if contract models utilized by an acquired company do not allow us to recognize revenues in a manner that is consistent with our current accounting practices; • we may encounter deficiencies in internal controls at the acquired business, as well as when implementing our own management information systems, operating systems and internal controls for the acquired operations; • our due diligence process may fail to identify significant issues with the acquired business’ products, financial disclosures, accounting practices, legal, tax and other contingencies, compliance with local laws and regulations (and interpretations thereof) in the U.S. and multiple international jurisdictions; • additional acquisition-related debt could increase our leverage and potentially negatively affect our credit ratings resulting in more restrictive borrowing terms or increased borrowing costs thereby limiting our ability to borrow; and • inaccuracies in our original estimates and assumptions used to assess a transaction, which may result in us not realizing the expected financial or strategic benefits of any such transaction.
Our senior secured credit facilities, our accounts receivable securitization programs and our senior notes indentures contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: 21 • incur additional indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
Our senior secured credit facilities, our accounts receivable securitization programs and our senior notes indentures contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: • incur additional indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
Our tax expense and liabilities are affected by a number of factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign currency exchange rates, the level of interest expense we incur, changes in our 22 stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our tax assets and liabilities and their valuation.
Our tax expense and liabilities are affected by a number of factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign currency exchange rates, the level of interest expense we incur, changes in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our tax assets and liabilities and their valuation.
If a significant liability claim is brought against us that is not adequately covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows. Item 1B. Unresolved Staff Comments None.
If a significant liability claim is brought against us that is not adequately covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, consolidated financial condition, results of operations or cash flows. 20 Item 1B. Unresolved Staff Comments None.
Large-scale animal health issues as well as other health issues affecting the food industry and disruptive forces of nature, including those resulting from climate change, such as significant regional droughts, prolonged severe weather conditions, floods, and natural disasters, may lead to decreased revenues. We manufacture and sell food packaging products, among other products.
Large-scale animal health issues as well as other health issues affecting the food industry and disruptive forces of nature, including those resulting from climate change, such as significant regional droughts, prolonged severe weather conditions, floods and natural disasters, may lead to decreased revenues. 12 We manufacture and sell food packaging products, among other products.
New products may not meet sales or margin expectations due to many factors, including our inability to 15 (i) accurately predict demand, end-user preferences and evolving industry and regulatory standards; (ii) resolve technical and technological challenges in a timely and cost-effective manner; or (iii) achieve manufacturing efficiencies.
New products may not meet sales or margin expectations due to many factors, including our inability to (i) accurately predict demand, end-user preferences and evolving industry and regulatory standards; (ii) resolve technical and technological challenges in a timely and cost-effective manner; or (iii) achieve manufacturing efficiencies.
We could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses. Although we maintain product liability insurance coverage, potential product liability claims could be excluded or exceed coverage limits under the terms of our insurance policies or could result in increased costs for such coverage.
We could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses. Although we maintain product liability insurance coverage, potential 16 product liability claims could be excluded or exceed coverage limits under the terms of our insurance policies or could result in increased costs for such coverage.
Such legislation included banning or restricting the use of certain materials in packaging products (such as polyvinylidene chloride), mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging materials, requiring retailers or manufacturers to take back packaging used for their products, and establishing other Extended Producer Responsibility requirements for plastic packaging manufacturers.
Such legislation included banning or restricting the use of certain materials in packaging 15 products (such as polyvinylidene chloride), mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging materials, requiring retailers or manufacturers to take back packaging used for their products, and establishing other Extended Producer Responsibility requirements for plastic packaging manufacturers.
Our ability to utilize the deferred tax assets depends in part upon our ability to generate future taxable income within each respective jurisdiction during the periods in which these temporary differences reverse or our ability to carryback any losses created by the deduction of these temporary differences. We expect to realize the assets over an extended period.
Our ability to utilize the deferred tax assets depends in part upon our 19 ability to generate future taxable income within each respective jurisdiction during the periods in which these temporary differences reverse or our ability to carryback any losses created by the deduction of these temporary differences. We expect to realize the assets over an extended period.
In particular, we depend on our information technology infrastructure for fulfilling and invoicing customer orders, applying cash receipts, and placing purchase orders with suppliers, making cash disbursements, and conducting marketing activities, data processing and electronic communications among business locations. We also depend on telecommunication systems for communications between company personnel and our customers and suppliers.
In particular, we depend on our information technology infrastructure for fulfilling and invoicing customer orders, applying cash receipts, and placing purchase orders with suppliers, making cash disbursements, and conducting marketing activities, data processing and electronic communications among business locations. 14 We also depend on telecommunication systems for communications between company personnel and our customers and suppliers.
Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value 20 received for the sale of our goods versus those of our competitors. The Company cannot predict the effects of exchange rate fluctuations on its future operating results.
Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value received for the sale of our goods versus those of our competitors. The Company cannot predict the effects of exchange rate fluctuations on its future operating results.
Any failure to obtain, maintain or comply with the terms of these permits could result in fines or penalties, revocation or nonrenewal of our 18 permits, or orders to cease certain operations, and may have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Any failure to obtain, maintain or comply with the terms of these permits could result in fines or penalties, revocation or nonrenewal of our permits or orders to cease certain operations, and may have a material adverse effect on our business, financial condition, results of operations or cash flows.
Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows .
Operational Risks Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, consolidated financial condition, results of operations or cash flows .
We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical accruals.
We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. 17 Although we believe our tax estimates are reasonable, the final outcome of audits, investigations and any other tax controversies could be materially different from our historical accruals.
We may be unable to successfully pass along these costs through price increases; adjust our supply chain without incurring significant costs; or locate alternative suppliers for raw materials or finished goods at acceptable costs 19 or in a timely manner.
We may be unable to successfully pass along these costs through price increases; adjust our supply chain without incurring significant costs; or locate alternative suppliers for raw materials or finished goods at acceptable costs or in a timely manner.
We and some of our customers have experienced in the past, and could 14 face in the future, facility shutdowns or reductions in operations due to pandemics or other health events and adverse impacts to staffing levels in our operations.
We and some of our customers have experienced in the past, and could face in the future, facility shutdowns or reductions in operations due to pandemics or other health events and adverse impacts to staffing levels in our operations.
As exchange rates vary, the Company's results of operations and profitability may be adversely impacted. While we use financial instruments to hedge certain foreign currency exposures, this does not insulate us completely from foreign currency effects and exposes us to counterparty credit risk for non-performance. See Note 15, “Derivatives and Hedging Activities,” for additional information.
As exchange rates vary, the Company's results of operations and profitability may be adversely impacted. While we use financial instruments to hedge certain foreign currency exposures, this does not insulate us completely from foreign currency effects and exposes us to counterparty credit risk for non-performance. See Note 16, “Derivatives and Hedging Activities,” for additional information.
Risks inherent in our international operations include: • inflationary pressures, including wage inflation and input cost inflation, as well as the impact of fiscal policy interventions by national or regional governments to control inflation; • foreign currency exchange controls and tax rates; • foreign currency exchange rate fluctuations, including devaluations; • adverse impacts resulting from regional or global human health related illnesses; • restrictive governmental actions such as those on transfer or repatriation of funds and trade protection matters, including anti-dumping duties, tariffs, embargoes, sanctions and prohibitions or restrictions on acquisitions or joint ventures; • changes in laws and regulations, including the laws and policies of the U.S. and foreign countries affecting trade and foreign investment; • the impact of customer perceptions or regulatory developments related to sustainability concerns; • the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; • variations in protection of intellectual property and other legal rights; • more expansive legal rights of foreign unions or works councils; • changes in labor conditions and difficulties in staffing and managing international operations; • import and export delays caused, for example, by an extended strike at the port of entry, could cause a delay in our supply chain operations; • social plans that prohibit or increase the cost of certain restructuring actions; • the potential for governmental actions that may result in expropriation or nationalization of our facilities or other assets in that country; • unsettled political conditions and possible terrorist attacks against U.S. or other interests; and • potential tax inefficiencies and tax costs in repatriating funds from our non-U.S. subsidiaries.
Risks inherent in our international operations include: • inflationary pressures, including wage inflation and input cost inflation, as well as the impact of fiscal policy interventions by national or regional governments to control inflation; • foreign currency exchange controls, rate fluctuations, including devaluations, and foreign tax rates, • adverse impacts resulting from regional or global human health related illnesses; • restrictive governmental actions such as those on transfer or repatriation of funds and trade protection matters, including anti-dumping duties, tariffs, embargoes, sanctions and prohibitions or restrictions on acquisitions or joint ventures; • changes in laws and regulations, including the laws and policies of the U.S. and foreign countries affecting trade and foreign investment; 10 • the impact of customer perceptions or regulatory developments related to sustainability concerns including the use of plastics; • the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; • variations in protection of intellectual property and other legal rights; • more expansive legal rights of foreign unions or works councils; • changes in labor conditions and difficulties in staffing and managing international operations; • import and export delays caused, for example, by an extended strike at the port of entry, could cause a delay in our supply chain operations; • social plans that prohibit or increase the cost of certain restructuring actions; • the potential for governmental actions that may result in expropriation or nationalization of our facilities or other assets in that country; and • unsettled political conditions and possible terrorist attacks against U.S. or other interests.
While we have experienced, and expect to continue to experience, occasional attacks attempting to breach the security of our network and systems, none have resulted in a breach with material impact or any penalties or settlement for the three years ended December 31, 2023.
While we have experienced, and expect to continue to experience, occasional attacks attempting to breach the security of our network and systems, none have resulted in a breach with material impact or any penalties or settlement for the three years ended December 31, 2024.
We are exposed to risks inherent in doing business in each of the countries or territories in which we or our customers or suppliers operate including: civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions, including sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by us to operate our plants or import or export our goods or raw materials, the expropriation or nationalization of our assets, and restrictions on travel, payments or the movement of funds.
We are exposed to risks inherent in doing business in each of the countries or territories in which we or our customers or suppliers operate including: civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and 11 related government actions, including the imposition of tariffs or other trade barriers, sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by us to operate our plants or import or export our goods or raw materials, the expropriation or nationalization of our assets, and restrictions on travel, payments or the movement of funds.
Financial Risks Fluctuations between foreign currencies and the U.S. dollar could materially impact our consolidated financial condition or results of operations. Approximately 47% of our net sales in 2023 were generated outside the U.S. We translate sales and other results denominated in foreign currency into U.S. dollars for our Consolidated Financial Statements.
Financial Risks Fluctuations between foreign currencies and the U.S. dollar could materially impact our consolidated financial condition or results of operations. Approximately 47% of our net sales in 2024 were generated outside the U.S. We translate sales and other results denominated in a foreign currency into U.S. dollars for our Consolidated Financial Statements.
For the year ended December 31, 2023, approximately 1% of our consolidated net sales were derived from products sold in Russia.
For the year ended December 31, 2024, approximately 1% of our consolidated net sales were derived from products sold in Russia.
Natural disasters, such as a hurricane, tornado, earthquake or other severe weather event, as well as political instability and terrorist activities, may negatively impact the production or delivery capabilities of refineries and natural gas and petrochemical suppliers and suppliers of other raw materials in the future.
Natural disasters, such as a hurricane, tornado, earthquake or other severe weather event, as well as political instability, global tariffs or other trade actions, and terrorist activities, may negatively impact the production or delivery capabilities of refineries and natural gas and petrochemical suppliers and suppliers of other raw materials in the future.
We, like other global companies, are subject to an increasing number of cybersecurity threats which pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
We are subject to an increasing number of cybersecurity threats which pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
Geopolitical events, including the ongoing conflict between Russia and Ukraine, the existing or potential increased hostilities in the Middle East and the increasing tensions between China and Taiwan, may have a negative impact on the global industrial macro-economic environment and could materially adversely impact our consolidated financial condition, results of operations, or cash flows.
Geopolitical events, including the ongoing conflict between Russia and Ukraine, the existing or potential increased hostilities in the Middle East, the increasing tensions between China and Taiwan, and the potential imposition of tariffs by the US and reciprocal tariffs by its trading partners, may have a negative impact on the global industrial macro-economic environment and could materially adversely impact our consolidated financial condition, results of operations or cash flows.
Additional changes in tax laws, as a result of Pillar Two or otherwise, could increase our overall taxes and our business, consolidated financial condition or results of operations could be adversely affected in a material way.
As additional changes in tax laws, as a result of Pillar Two or otherwise, are adopted, our tax expense could increase and our business, consolidated financial condition or results of operations could be adversely affected in a material way.
Despite our continued efforts to protect such sensitive, confidential or personal data or information, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect our business, consolidated financial condition, results of operations, or cash flows.
Despite our continued efforts to protect such sensitive, confidential or personal data or information, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect our business, consolidated financial condition, results of operations or cash flows. 13 The regulatory environment surrounding cybersecurity and data privacy is increasingly demanding, with new and changing regulations.
Innovation, particularly related to our sustainability offerings, is key to our strategy. Our performance and prospects for future growth could be adversely affected if new products do not meet sales or margin expectations and we are not able to meet our innovation goals. Our customers' preferences continue to trend towards sustainable packaging solutions.
Our performance and prospects for future growth could be adversely affected if new products do not meet sales or margin expectations and we are not able to meet our innovation goals. Our customers' preferences continue to trend towards sustainable packaging solutions.
As of December 31, 2023, we had $1,058 million of long-term borrowings under our senior secured credit facilities at variable interest rates. A 1/8% increase or decrease in the assumed interest rates on the senior secured credit facilities would result in a $1.3 million increase or decrease in annual interest expense.
As of December 31, 2024, we had $750 million of long-term borrowings under our senior secured credit facilities at variable interest rates. A 1/8% increase or decrease in the assumed interest rates on the senior secured credit facilities would result in a $0.9 million increase or decrease in annual interest expense.
Uncertain global economic conditions may have an adverse effect on our consolidated financial condition, results of operations, or cash flows. 11 Uncertain global economic conditions, including the impact of inflationary pressure and general economic slowdowns across the global economy, may have an adverse impact on our business in the form of lower volumes sold due to weakened demand, unfavorable changes in product price/mix, or lower profit margins.
Uncertain global economic conditions, including the impact of inflationary pressure and general economic slowdowns across the global economy, may have an adverse impact on our business in the form of lower volumes sold due to weakened demand, unfavorable changes in product price/mix or lower profit margins.
Our principal sources of liquidity are accumulated cash and cash equivalents, short-term investments, cash flow from operations and amounts available under our lines of credit, including our senior secured credit facilities, and our accounts receivable securitization programs.
Disruption and volatility of the financial and credit markets could affect our external liquidity sources. Our principal sources of liquidity are accumulated cash and cash equivalents, short-term investments, cash flow from operations and amounts available under our lines of credit, including our senior secured credit facilities, and our accounts receivable securitization programs.
The prices for these raw materials are cyclical and increases in market demand or fluctuations in the global trade for petrochemical-based raw materials and energy could increase our costs.
We use petrochemical-based raw materials to manufacture many of our products. The prices for these raw materials are cyclical and increases in market demand or fluctuations in the global trade for petrochemical-based raw materials and energy could increase our costs.
A shortage in the labor pool and other general inflationary pressures or changes, the results of our labor negotiations and changes to applicable laws and regulations could increase labor costs, or cause a disruption in operations, which could materially adversely affect our business. 17 Legal, Regulatory and Compliance Risks Regulations on recycling or environmental sustainability could adversely impact our business.
A shortage in the labor pool and other general inflationary pressures or changes, the results of our labor negotiations and changes to applicable laws and regulations could increase labor costs, or cause a disruption in operations, which could materially adversely affect our business.
If any such employee were to cease working for us and we were unable to replace them, our business, consolidated financial condition, results of operations, or cash flows may be materially adversely affected. 16 Supply chain disruptions related to the transport of raw materials, components and/or finished goods may delay the timing of when we are able to manufacture our product or serve our customers, which could adversely affect our business, consolidated financial condition, results of operations, or cash flows.
Supply chain disruptions related to the transport of raw materials, components and/or finished goods may delay the timing of when we are able to manufacture our product or serve our customers, which could adversely affect our business, consolidated financial condition, results of operations or cash flows.
The regulatory environment surrounding cybersecurity and data privacy is increasingly demanding, with new and changing regulations. We could be required to expend additional resources, which could be material, to comply with any such regulations, and failure to comply could subject us to significant penalties or claims.
We could be required to expend additional resources, which could be material, to comply with any such regulations, and failure to comply could subject us to significant penalties or claims.
In the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Significant judgment is required in evaluating and estimating our tax expense, assets, and liabilities.
In the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Significant judgment is required in evaluating and estimating our tax expense, assets and liabilities. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
There is no guarantee these internal goals will be as comprehensive as future legislation in the jurisdictions in which we operate. We are the subject of various legal proceedings, and may be subject to future claims and litigation, that could have a material adverse effect on our business, results of operations or cash flows.
We are the subject of various legal proceedings, and may be subject to future claims and litigation, that could have a material adverse effect on our business, results of operations or cash flows. We are involved from time to time in various legal proceedings.
These and other factors may have a material adverse effect on our international operations and, consequently, on our consolidated financial condition, results of operations, or cash flows.
These and other factors may have a material adverse effect on our international operations and, consequently, on our consolidated financial condition, results of operations or cash flows. We experience competition in the markets for our products and services and in the geographic areas in which we operate .
During economic downturns or recessions, there can be a heightened competition for sales and increased pressure to reduce selling prices as our customers may reduce their volume of purchases from us. If we lose significant sales volume or reduce selling prices significantly, there could be a negative impact on our consolidated financial condition, results of operations, profitability or cash flows.
During economic downturns or recessions, there can be a heightened competition for sales and increased pressure to reduce selling prices as our customers may reduce their volume of purchases from us.
Health epidemics, pandemics and other outbreaks could adversely impact the health and safety of our employees, our business continuity, consolidated financial condition, results of operations, or cash flows. Health epidemics, pandemics and other outbreaks, such as the COVID-19 pandemic, have had and may continue to have adverse impact on the global economy and our business.
Health epidemics, pandemics and other outbreaks, such as the COVID-19 pandemic, have had and may continue to have adverse impact on the global economy and our business.
A number of governmental authorities, both in the U.S. and abroad, have adopted or are considering legislation aimed at reducing the amount of plastic waste.
Legal, Regulatory and Compliance Risks Regulations on recycling or environmental sustainability could adversely impact our business. A number of governmental authorities, both in the U.S. and abroad, have adopted or are considering legislation aimed at reducing the amount of plastic waste.
We may be unable to successfully execute on our growth initiatives, business strategies or operating plans. 13 We may not be able to fully implement our business strategy to realize, in whole or in part within the expected time frame, the anticipated benefits of our growth and other initiatives.
We may not be able to fully implement our business strategy to realize, in whole or in part within the expected time frame, the anticipated benefits of our growth and other initiatives. Our various business strategies and initiatives are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
These operations, particularly those in developing regions, are subject to various risks that may not be present in or as significant for our U.S. operations. Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact cash flows from our operations in those markets.
Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact cash flows from our operations in those markets.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our consolidated financial condition, results of operations, or cash flows.
In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness. 18 Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our consolidated financial condition, results of operations or cash flows.
Over time, we have implemented a number of restructuring programs, including various cost savings and reorganization initiatives. Currently the Company is in the midst of the CTO2Grow Program.
As our business environment changes, we have adjusted and may need to further adjust our business strategies or restructure our operations or particular businesses. Over time, we have implemented a number of restructuring programs, including various cost savings and reorganization initiatives. Currently the Company is in the midst of the CTO2Grow Program.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition. As a result of past acquisitions, we have recorded a significant amount of goodwill and other identifiable intangible assets, including customer relationships, trademarks and developed technologies.
Future changes in global trade policies and regulations, as well as overall uncertainty surrounding international trade relations, could have a material adverse effect our consolidated financial condition, results of operations, or cash flows. Future changes in global trade policies and regulations, including tariffs on products we import and export, could have an adverse impact on our business.
There is no guarantee these internal goals will be as comprehensive as future legislation in the jurisdictions in which we operate. Future changes in global trade policies and regulations, as well as overall uncertainty surrounding international trade relations, could have a material adverse effect our consolidated financial condition, results of operations or cash flows.
If we are unable to retain key employees and other personnel, our consolidated financial condition or results of operations may be adversely affected or we may not be able to execute our strategies. The execution and success of our strategy depends largely on the efforts and abilities of our management team and other key personnel.
If we are unable to retain key employees or experience disruptions in operations and/or increased labor costs, our consolidated financial condition or results of operations may be adversely affected or we may not be able to execute our strategies.
Unfavorable customer responses to price increases could have a material adverse impact on our sales and earnings. From time to time, and especially in periods of rising raw material costs, we increase the prices of our products.
From time to time, and especially in periods of rising raw material costs, we increase the prices of our products. Significant price increases could impact our earnings depending on, among other factors, the pricing by competitors of similar products and the response by customers to higher prices.
Operational Risks Raw material pricing, including how our selling prices reflect the cost of raw materials, availability and allocation by suppliers as well as energy-related costs may negatively impact our results of operations, including our profit margins. We use petrochemical-based raw materials to manufacture many of our products.
Such price increases may result in lower sales volume and a subsequent decrease in gross margin and adversely impact our results of operations. Raw material pricing, including how our selling prices reflect the cost of raw materials, availability and allocation by suppliers as well as energy-related costs may negatively impact our results of operations, including our profit margins.
We have established valuation allowances to reduce the deferred tax assets to an amount that is more likely than not to be realized.
We have deferred tax assets including state and foreign net operating loss carryforwards, accruals not yet deductible for tax purposes, employee benefit items and other items. We have established valuation allowances to reduce the deferred tax assets to an amount that is more likely than not to be realized.
Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets. Disruption and volatility of the financial and credit markets could affect our external liquidity sources.
Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets.
Also, reduced availability of credit may adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies as well as our sales of materials and equipment to affected customers. This could also result in reduced or delayed collections of outstanding accounts receivable.
This could negatively impact our ability to obtain necessary supplies as well as our sales of materials and equipment to affected customers. This could also result in reduced or delayed collections of outstanding accounts receivable. Unfavorable customer responses to price increases could have a material adverse impact on our sales and earnings.
These factors may lead to reduced sales of food packaging products, which could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. We could experience disruptions in operations and/or increased labor costs. We depend on the skills, working relationships, and continued services of employees, including our direct manufacturing employees.
These factors may lead to reduced sales of food packaging products, which could have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Health epidemics, pandemics and other outbreaks could adversely impact the health and safety of our employees, our business continuity, consolidated financial condition, results of operations, or cash flows.
We are involved from time to time in various legal proceedings. Litigation, in general, and securities, derivative actions and class action litigation, in particular, can be expensive and disruptive. Some of these proceedings may involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years.
These claims relate to litigation matters, environmental matters, product liability matters and other risk management matters (e.g., general liability, automobile and workers’ compensation claims). Litigation, in general, can be expensive and disruptive. Some of these proceedings may involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years.
Additionally, future trade policies and regulations are due in part to international relations and other geopolitical factors outside of our control.
If retaliatory trade measures are enacted by affected countries, it could negatively impact global economic conditions and consumer confidence, which could negatively impact our business. Additionally, future trade policies and regulations are due in part to international relations and other geopolitical factors outside of our control.
Their experience and industry contacts significantly benefit us, and we need their expertise to execute our business strategies.
The execution and success of our strategy depends largely on the efforts and abilities of our management team and other key personnel. Their experience and industry contacts significantly benefit us, and we need their expertise to execute our business strategies.
The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Strategic Risks The global nature of our operations exposes us to numerous risks that could materially adversely affect our consolidated financial condition, results of operations, or cash flows.
The global nature of our operations exposes us to numerous risks that could materially adversely affect our consolidated financial condition, results of operations or cash flows. We operate in 46 countries/territories, and our products are distributed in 117 countries/territories around the world.
Additionally, we may not successfully implement our pricing actions. These factors may have an adverse impact on our consolidated financial condition, results of operations, or cash flows. Acquisitions present many risks, and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction. We review and consider strategic acquisitions from time to time.
Acquisitions present many risks, and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction or realize the full carrying value of our acquired goodwill and intangible assets as a result of prior acquisitions. We review and consider strategic acquisitions from time to time.
Consumer preferences for food and durable goods packaging can influence our sales. Consumer preferences for fresh and unpackaged foods and the global e-commerce and industrial market change over time. Changes in consumer behavior, including changes driven by cost, availability, durability, sustainability, innovation, or various health or environmental-related concerns and perceptions, could negatively impact demand for our products.
Changes in consumer behavior, including changes driven by cost, availability, durability, sustainability, including the negative consumer sentiment regarding the use of plastics, innovation or various health or environmental-related concerns and perceptions, could negatively impact demand for our products. Innovation, particularly related to our sustainability offerings, is key to our strategy.
Demand for our products could be adversely affected by changes in consumer preferences or if we are not able to innovate and bring new products to market. Our sales depend heavily on the volumes of sales by our customers in food processing and service industries, the industrial manufacturing and electronics sectors, and e-commerce.
Our sales depend heavily on the volumes of sales by our customers in food processing and service industries, the industrial manufacturing and electronics sectors and e-commerce. Consumer preferences for food and durable goods packaging can influence our sales. Consumer preferences for fresh and unpackaged foods and the global e-commerce and industrial market change over time.
Additionally, if our credit ratings were to be downgraded, particularly our corporate rating, there could be a negative impact on our ability to access capital markets and borrowing costs could increase. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Additionally, if our credit ratings were to be downgraded, particularly our corporate rating, there could be a negative impact on our ability to access capital markets and borrowing costs could increase. The full realization of our deferred tax assets may be affected by a number of factors, including future earnings and the feasibility of on-going planning strategies.
We operate in 46 countries/territories, and our products are distributed in 115 countries/territories around the world. A large portion of our manufacturing operations are located outside of the U.S., and in 2023, 47% of our net sales were generated outside of the U.S.
A large portion of our manufacturing operations are located outside of the U.S., and in 2024, 47% of our net sales were generated outside of the U.S. These operations, particularly those in developing regions, are subject to various risks that may not be present in or as significant for our U.S. operations.
In particular, the OECD (the "Organization for Economic Co-operation and Development") has proposed a global minimum tax of 15% of reported profits (Pillar Two) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar Two model rule concepts into their domestic laws.
Numerous countries in which we operate have agreed to a statement in support of the OECD (the “Organization for Economic Co-operation and Development”) model rules that propose a global minimum tax rate of 15% ("Pillar Two").
Removed
We experience competition in the markets for our products and services and in the geographic areas in which we operate . Our packaging products and equipment solution offerings compete with similar products made by other manufacturers and with a number of other types of materials or products.
Added
The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Strategic Risks We may be unable to successfully execute on our growth initiatives, business strategies or operating plans.
Removed
As a result of past acquisitions, including the Liquibox acquisition, we have recorded a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets.
Added
During 2024, we completed the full reorganization of our Company into our two businesses, Food and Protective, allowing each business to focus on their distinct end-markets and customers and empowers each business the ability to create and execute global growth strategies. Business reorganization, including accompanying changes in leadership, may result in uncertainty and may cause disruptions in our operations.
Removed
As a result of past acquisitions, we have recorded a significant amount of goodwill and other identifiable intangible assets, including customer relationships, trademarks and developed technologies.
Added
Our ability to adopt or implement new technologies effectively, including Artificial Intelligence (“AI”), may be unsuccessful and may not result in enhanced productivity and operational efficiency within our business. Uncertain global economic conditions may have an adverse effect on our consolidated financial condition, results of operations, or cash flows.
Removed
We test goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired.
Added
If we lose significant sales volume or reduce selling prices significantly, there could be a negative impact on our consolidated financial condition, results of operations, profitability or cash flows. 9 Also, reduced availability of credit may adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures.
Removed
Amortizable intangible assets are reviewed for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.
Added
Customers in the e-commerce and food service industry and peers in the packaging industry have been consolidating in recent years, which may continue in the future.
Removed
Our various business strategies and initiatives are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. As our business environment changes, we have adjusted and may need to further adjust our business strategies or restructure our operations or particular businesses.
Added
Additionally, we may not successfully implement our pricing actions. These factors may have an adverse impact on our consolidated financial condition, results of operations or cash flows. Demand for our products could be adversely affected by changes in consumer preferences or if we are not able to innovate and bring new products to market.
Removed
Significant price increases could impact our earnings depending on, among other factors, the pricing by competitors of similar products and the response by customers to higher prices. Such price increases may result in lower sales volume and a subsequent decrease in gross margin and adversely impact our results of operations.
Added
If any such employee were to cease working for us and we were unable to replace them, our business, consolidated financial condition, results of operations or cash flows may be materially adversely affected. We depend on the skills, working relationships, and continued services of employees, including our direct manufacturing employees.
Removed
There are various jurisdictions in which we operate which are actively considering changes to existing tax laws, that, if enacted, could increase our tax obligations in countries where we do business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CIO has a degree in computer science and mathematics from Wofford College and has over 30 years of experience in the IT industry, spanning various roles and sectors. 24 As part of its overall Enterprise Risk Management (ERM) program, the Company identifies and assesses cybersecurity risks on an annual basis.
Biggest changeThe CISO reports to the CIO, who is responsible for global IT strategy and IT operations across the enterprise. The CIO has a degree in computer science and mathematics from Wofford College and has over 30 years of experience in the IT industry, spanning various roles and sectors.
Third-party service providers that have access to the Company’s network, data and information are subject to a cybersecurity due diligence process and the corresponding security control requirements based on the nature of the engagement. The vendor risk assessment process is reviewed at least annually.
Third-party service providers that have access to the Company’s network, data and information are subject to a cybersecurity due diligence process and the corresponding security contractual and control requirements based on the nature of the engagement. The vendor risk assessment process is reviewed at least annually.
The Board of Directors has delegated the specific responsibility of cybersecurity risk oversight to the Audit Committee, although the Board remains actively involved in overseeing cybersecurity risk management, both through presentations given by management during Board meetings, as well as through regular reports from the Audit Committee on its cybersecurity risk oversight activities.
The Board of Directors has delegated the specific responsibility of cybersecurity risk oversight to the Audit 21 Committee, although the Board remains actively involved in overseeing cybersecurity risk management, both through presentations given by management during Board meetings, as well as through regular reports from the Audit Committee on its cybersecurity risk oversight activities.
The global information security team, under the direction of the CISO, develops, 23 implements, and manages cybersecurity-related internal controls and risk processes for the Company, with internal controls consisting of a mix of administrative, technical, and physical controls.
The global information security team, under the direction of the CISO, develops, implements, and manages cybersecurity-related internal controls and risk processes for the Company, with internal controls consisting of a mix of administrative, technical, and physical controls.
Refer to Part I, Item 1A, "Risk Factors," for more information on SEE’s risks relating to our technologies, systems, and networks. Governance of Cybersecurity Risk Management The Board of Directors has oversight responsibility for our risk management programs, including cybersecurity risk management.
Refer to Part I, Item 1A, "Risk Factors," for more information on Sealed Air's risks relating to our technologies, systems, and networks. Governance of Cybersecurity Risk Management The Board of Directors has oversight responsibility for our risk management programs, including cybersecurity risk management.
The ERM Steering Committee, comprised of senior level executives, is responsible for assessing cybersecurity risks, providing direction and oversight for risk mitigation actions, and assisting the Board of Directors in overseeing the Company’s cybersecurity risks. 25
Business process owners incorporate risk management philosophy, exposures, mitigating activities, and key indicators to develop strategies and actions. The ERM Steering Committee, comprised of senior level executives, is responsible for assessing cybersecurity risks, providing direction and oversight for risk mitigation actions, and assisting the Board of Directors in overseeing the Company’s cybersecurity risks. 22
The CISO has an MBA from Northwestern University's Kellogg School of Business, a master's degree in electrical and computer engineering from the University of Alberta and more than 20 years of experience in information security and risk management with companies in various sectors.
The CISO has a master's degree in cybersecurity from the University of Maryland Global Campus, a degree in computer science from Presbyterian College and more than 15 years of experience in technology, information security and risk management with companies in various sectors.
Removed
The CISO reports to the CIO, who is responsible for global IT strategy and IT operations across the enterprise.
Added
As part of its overall Enterprise Risk Management ("ERM") program, the Company identifies and assesses cybersecurity risks on an annual basis. These assessments are integrated into the Company’s cybersecurity program to ensure alignment with broader risk management objectives. The ERM program includes identification, assessment and management of risks, including cybersecurity risks.
Removed
The ERM program includes identification, assessment and management of risks, including cybersecurity risks. Business process owners incorporate risk management philosophy, exposures, mitigating activities, and key indicators to develop strategies and actions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBecause of the relatively low density of our air cellular, polyethylene foam and protective mailer products, we realize significant freight savings by locating our manufacturing facilities for these products near our customers and distributors. We also occupy facilities containing sales, distribution, technical, warehouse or administrative functions at a number of locations in the U.S. and in many foreign countries/territories.
Biggest changeWe also occupy facilities containing sales, distribution, technical, warehouse or administrative functions at a number of locations in the U.S. and in many foreign countries/territories. Some of these facilities are located on the manufacturing sites that we own and some of these are leased. Stand-alone facilities of these types are generally leased.
Item 2. Properties We manufacture products in 105 facilities, with 15 of those facilities serving both of our reportable segments.
Item 2. Properties We manufacture products in 102 facilities, with 15 of those facilities serving both of our reportable segments.
The following table shows our manufacturing facilities by geographic region and our business segment reporting structure: Properties by Geographic Region Number of Manufacturing Facilities Food Manufacturing Facilities Protective Manufacturing Facilities Americas 46 18 32 Europe, Middle East and Africa ("EMEA") 28 15 19 Asia, Australia and New Zealand ("APAC") 31 11 25 Total 105 44 76 Other Property Information We own the large majority of our manufacturing facilities.
The following table shows our manufacturing facilities by geographic region and our business segment reporting structure: Properties by Geographic Region Number of Manufacturing Facilities Food Manufacturing Facilities Protective Manufacturing Facilities Americas 45 18 31 Europe, Middle East and Africa ("EMEA") 28 15 19 Asia, Australia and New Zealand ("APAC") 29 11 23 Total 102 44 73 Other Property Information We own the large majority of our manufacturing facilities.
Some of these facilities are located on the manufacturing sites that we own and some of these are leased. Stand-alone facilities of these types are generally leased. Our global headquarters is located in an owned property in Charlotte, North Carolina.
Our global headquarters is located in an owned property in Charlotte, North Carolina. We believe that our manufacturing, warehouse, office and other facilities are well maintained, suitable for their purposes and adequate for our needs. 23
Removed
For a list of those countries and territories outside of the U.S. where we have operations, see Global Scale and Market Access within “Competitive Strengths” in Part I, Item 1, "Business." We believe that our manufacturing, warehouse, office and other facilities are well maintained, suitable for their purposes and adequate for our needs. 26

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+5 added−3 removed0 unchanged
Biggest changeItem 3. Legal Proceedings The information set forth in Note 20, “Commitments and Contingencies,” of Part II, Item 8, “Financial Statements and Supplemental Data,” under the captions “Settlement Agreement Tax Deduction,” “Securities Class Action” and “Environmental Matters” is incorporated herein by reference. The Company has received litigation demand letters from purported stockholders of the Company.
Biggest changeItem 3. Legal Proceedings The information set forth in Note 21, “Commitments and Contingencies,” of Part II, Item 8, “Financial Statements and Supplemental Data,” under the captions "Litigation and Claims" and “Environmental Matters” is incorporated herein by reference.
To the best of our knowledge, after consulting with counsel, the disposition of these other legal proceedings and matters will not have a material effect on our consolidated financial condition or results of operations including potential impact to cash flows. 27
To the best of our knowledge, after consulting with counsel, the disposition of these other legal proceedings and matters will not have a material effect on our consolidated financial condition or results of operations including potential impact to cash flows. 24
Removed
In the letters, the stockholders alleged, among other things, substantially the same wrongdoing as that alleged in the securities class action complaint described in Note 20, “Commitments and Contingencies,” as well as allegations of breach of fiduciary duty, unjust enrichment and waste of corporate assets for failure to correct the alleged false and misleading statements, insider sales of the company’s stock, compensation benefiting from the alleged artificially inflated stock value, company repurchases of shares based on the alleged inflated stock value, and costs in connection with lawsuits and internal investigations.
Added
Various other claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”).
Removed
The letters either demand that the Company file suit against certain current and former directors and officers or indicate that the Company file suit against Ernst & Young, several of its current or former partners and the Company’s former CFO, William Stiehl, as applicable.
Added
These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters (including claims related to the alleged use of PFAS in our products or manufacturing processes), product liability matters and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).
Removed
The Board of Directors considered and addressed the litigation demands, and to the best of our knowledge, the matters have been resolved as of January 2024. We are also involved in various other legal actions incidental to our business.
Added
Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate.
Added
While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.
Added
Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+6 added−18 removed1 unchanged
Biggest changeChammas leads the global procurement and manufacturing organizations with a focus on SEE Operational Excellence across the Company. He also served as Chief Transformation Officer, reflecting his company-wide leadership of the Reinvent SEE business transformation. From 2010 to 2019, Mr. Chammas served as Senior Vice President and Chief Supply Chain Officer. Prior to joining the Company, Mr.
Biggest changeChammas served as Interim Co-President and Co-Chief Executive Officer, and Chief Operating Officer from October 2023 to June 2024 prior to returning to his current position as Senior Vice President and Chief Operating Officer. Mr. Chammas leads the global procurement and manufacturing organizations. Mr.
Since 2018, she served as the Company’s Vice President, Global Business Services, responsible for record-to-report, order-to-cash and procure-to-pay transaction processing across the globe. Prior to that, she served in various accounting leadership positions since joining the Company in 2015. Prior to joining the Company, Ms. Johnson spent over eight years in public accounting in roles of increasing responsibility. Ms.
She served as the Company’s Vice President, Global Business Services, responsible for record-to-report, order-to-cash and procure-to-pay transaction processing across the globe from 2018 to 2023. Prior to that, she served in various accounting leadership positions since joining the Company in 2015. Prior to joining the Company, Ms. Johnson spent over eight years in public accounting in roles of increasing responsibility.
Mine Safety Disclosures Not applicable. 28 Information About Our Executive Officers The information appearing in the table below sets forth the current position or positions held by each of our executive officers, the officer’s age as of January 31, 2024, the year in which the officer was first elected to the position currently held with us and the year in which such person was first elected an officer.
Mine Safety Disclosures Not applicable. 25 Information About Our Executive Officers The information appearing in the table below sets forth the current position or positions held by each of our executive officers, the officer’s age as of January 31, 2025, the year in which the officer was first elected to the position currently held with us and the year in which such person was first elected an officer.
All of our officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors. Name and Current Position Age as of January 31, 2024 First Elected to Current Position First Elected an Executive Officer Emile Z.
All of our officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors. Name and Current Position Age as of January 31, 2025 First Elected to Current Position First Elected an Executive Officer Dustin J. Semach President and Chief Executive Officer 43 2025 2023 Emile Z.
Semach served as Chief Financial Officer at Rackspace Technology, Inc., a global cloud services provider, from July 2019 to November 2020, and prior to that he held various key leadership roles at DXC Technology Company, an information technology services company, from January 2013 to July 2019. Mr. Grasso was named President of the Americas region of the Company in 2021.
Semach served as Chief Financial Officer at Rackspace Technology, Inc., a global cloud services provider, from July 2019 to November 2020, and prior to that he held various key leadership roles at DXC Technology Company, an information technology services company, from January 2013 to July 2019. Mr. Chammas was named Senior Vice President and Chief Operating Officer in 2022. Mr.
Johnson is a Certified Public Accountant. 30 PART II
Ms. Johnson is a Certified Public Accountant. 27 PART II
Semach was named Interim Co-President and Co-Chief Executive Officer, and Chief Financial Officer in October 2023. Mr. Semach initially joined the Company as Chief Financial Officer-Designate effective April 17, 2023, and became Chief Financial Officer in May 2023. Prior to joining the Company, Mr.
Semach initially joined the Company as Chief Financial Officer-Designate in April 2023, and became Chief Financial Officer in May 2023. Prior to joining the Company, Mr.
Chammas was Vice President, Worldwide Supply Chain, for the Wm. Wrigley Jr. Company, a confectionery company, from 2008 through 2010, and served in management positions of increasing responsibility in supply chain, operations and procurement with the Wm. Wrigley Jr. Company from 2002 through 2008. Mr.
Company, a confectionery company, from 2008 through 2010, and served in management positions of increasing responsibility in supply chain, operations and procurement with the Wm. Wrigley Jr. Company from 2002 through 2008. Mr. Flannery joined Sealed Air as President of Food in 2024. Prior to joining the Company, Mr.
Chammas was named Interim Co-President and Co-Chief Executive Officer, and Chief Operating Officer in October 2023. Mr. Chammas was previously appointed as Senior Vice President and Chief Operating Officer in 2022. He joined the Company in 2010 and had served as Senior Vice President, Chief Transformation and Manufacturing/Supply Chain Officer since 2019. Mr.
Chammas joined the Company in 2010 and had served as Senior Vice President, Chief Transformation and Manufacturing/Supply Chain Officer since 2019. From 2010 to 2019, Mr. Chammas served as Senior Vice President and Chief Supply Chain Officer. Prior to joining the Company, Mr. Chammas was Vice President, Worldwide Supply Chain, for the Wm. Wrigley Jr.
Removed
Chammas Interim Co-President and Co-Chief Executive Officer, and Chief Operating Officer 55 2023 2010 Dustin J. Semach Interim Co-President and Co-Chief Executive Officer, and Chief Financial Officer 42 2023 2023 Tobias Grasso, Jr. President, Americas 60 2021 2022 Gerd Wichmann President, Europe, Middle East and Africa 55 2020 2022 Alessandra Faccin Assis President, Asia Pacific 45 2022 2022 Angel S.
Added
Chammas Senior Vice President and Chief Operating Officer 56 2022 2010 Steven E. Flannery President, Food 47 2024 2024 Byron J. Racki President, Protective 47 2024 2024 Belinda Hyde Chief People Officer 54 2024 2024 Veronika Johnson Interim Chief Financial Officer, Chief Accounting Officer and Controller 42 2025 2023 Mr.
Removed
Willis Vice President, General Counsel & Secretary 53 2019 2020 Jannick C. Thomsen Vice President, Chief People and Digital Officer 41 2022 2022 Shuxian (Susan) Yang Vice President, Treasurer, Investor Relations, and Strategic Growth Finance 52 2022 2022 Veronika Johnson Chief Accounting Officer and Controller 41 2023 2023 Mr.
Added
Semach was named President and Chief Executive Officer in February 2025. Mr. Semach previously served as President and Chief Financial Officer from July 2024 to February 2025, Interim Co-President and Co-Chief Executive Officer, and Chief Financial Officer from October 2023 to June 2024. Mr.
Removed
He was appointed as an executive officer of the Company in 2022. In his current role, he is responsible for business and commercial strategy implementation and the Americas results for our Food and Protective segments. Mr.
Added
Flannery held various management positions with Avery Dennison from 1999 to 2024 including most recently Senior Vice President and General Manager, Europe from 2023 to 2024, Vice President and General Manager, Industrial and Healthcare Materials Group from 2022 to 2023 and Vice President and General Manager at Performance Tapes North America and Fastener Solutions worldwide from 2017 to 2022. Mr.
Removed
Grasso began his career at Sealed Air in 2015 and managed the Company’s food packaging business as Vice President of Latin America and then President of North America. Prior to joining the Company, Mr. Grasso served as President of Mosaic Brazil for The Mosaic Company from 2005 to 2015, a leading integrated producer and marketer of concentrated phosphate and potash.
Added
Racki joined Sealed Air as President of Protective in 2024. Prior to joining the Company, Mr. Racki was General Manager of Food and Specialty North America with Trivium Packaging in 2024. Mr. Racki served for Pactiv Evergreen Inc. as Chief Growth Officer in 2023 and President, Beverage Merchandising from 2021 to 2023. Prior to this role, Mr.
Removed
Mr. Grasso started his career at Cargill, one of the top producers and distributors of agricultural products and spent 18 years at the company ultimately serving in several management and leadership positions in the food, agriculture and beverage businesses. 29 Mr. Wichmann was named President of the Europe, Middle East and Africa ("EMEA") region of the Company in 2020.
Added
Racki held various management roles with Neenah from 2006 to 2021, including Executive Vice President and Segment President of Technical Products from 2020 to 2021 and Senior Vice President and Segment President of Fine Paper and Packaging from 2018 to 2020. 26 Ms. Hyde joined Sealed Air as Chief People Officer in 2024. Prior to joining the Company, Ms.
Removed
He was appointed as an executive officer of the Company in 2022. In his current role, he is responsible for business and commercial strategy implementation and the EMEA results for our Food and Protective segments. Mr. Wichmann joined the Company in 1994, starting his career with Cryovac as an application engineer.
Added
Hyde served as Senior Vice President and Chief Human Resources Officer for Waters Corporation from 2021 to 2024 and Chief Human Resources Officer for SPX Flow from 2015 to 2020. Ms. Johnson was named Interim Chief Financial Officer, Chief Accounting Officer and Controller in February 2025. Ms. Johnson previously served as Chief Accounting Officer and Controller from 2023 to 2025.
Removed
After that, he held multiple positions of increasing responsibility in research and development, portfolio, EMEA marketing, as well as a general management role for the food equipment business globally. Most recently, he served as Vice President & General Manager of Protective Packaging - EMEA prior to his current role. Ms.
Removed
Faccin was named President of the Asia Pacific ("APAC") region of the Company in 2022. She was appointed as an executive officer of the Company in 2022. In her current role, she is responsible for business and commercial strategy implementation and the APAC results for our Food and Protective segments. Ms.
Removed
Faccin joined the Company in 2013 as Vice President, Financial Planning & Analysis, and has held various leadership positions throughout her career with the Company. She was Vice President and Treasurer from 2015 to 2017 and again most recently in 2021, where she was responsible for all treasury functions including access to capital markets and capital allocation strategy.
Removed
From 2018 to 2020, she led the Protective Packaging business in North America as Vice President and General Manager, where she headed the Company’s integration of the acquisition of Automated Packaging Systems. Prior to joining the Company, she held various finance roles at The Dow Chemical Company from 2009 to 2012 and at Rohm and Haas from 1999 to 2009.
Removed
Ms. Willis joined the Company in 2019 as Vice President, General Counsel and Secretary. She was appointed as an executive officer of the Company in 2020. Prior to joining the Company, Ms. Willis served as Vice President & Deputy General Counsel at Ingersoll Rand.
Removed
In that role, she led the legal aspects of strategic transactions such as mergers and acquisitions and all legal affairs for Europe, Middle East, India and Africa. Overall, Ms. Willis held numerous legal roles with broad scope supporting commercial business units, functions and regions at Ingersoll Rand from 2005 through 2018. Prior to joining Ingersoll Rand, Ms.
Removed
Willis was Corporate Counsel at Cummins, Inc. and Associate at Ice Miller, LLP. Mr. Thomsen joined the Company in 2022 as Vice President, Chief People and Digital Officer. He was appointed as an executive officer of the Company in 2022. In his current role, he is responsible for multiple global functions, including Human Resources, Business Process Improvement and Digital.
Removed
Prior to joining the Company, Mr. Thomsen served as a Partner at McKinsey & Company, where he worked from 2006 to 2022, where he focused on driving growth and digital transformation for private equity-owned and publicly listed companies in North America, Europe and Asia.
Removed
Before this, he worked in the finance and investment sector where he spent time at an investment bank in Scandinavia. Ms. Yang was named Vice President, Treasurer, Investor Relations and Strategic Growth Finance in 2022. She was appointed as an executive officer of the Company in 2022.
Removed
In her current role, she is responsible for all treasury functions, investor relations and enterprise risk management. In addition, she provides financial leadership for SEE's equipment and automation business.
Removed
She joined the Company in 2014 as Americas Finance Director for the Protective business, and has held various leadership positions throughout her career with the Company including Global Finance Director for Food, Vice President of the Global Commercial Finance team and Vice President of Corporate Financial Planning and Analysis. Prior to joining the Company, Ms.
Removed
Yang held various finance roles at the Dow Chemical Company from 2009 to 2014 and Rohm & Haas Company from 2001 to 2009. Ms. Johnson was appointed as Chief Accounting Officer and Controller in 2023. She was appointed as an executive officer of the Company in 2023.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−2 removed1 unchanged
Biggest changeThe Peer Group includes Sealed Air and the following companies: AptarGroup, Inc.; Ashland Global Holdings Inc.; Avery Dennison Corporation; Avient Corporation; Axalta Coating Systems Ltd.; Ball Corporation; Berry Global Group, Inc.; Celanese Corporation; Crown Holdings, Inc.; Dover Corporation; Fortive Corporation; Graphic Packaging Holding Company; Packaging Corporation of America; Silgan Holdings Inc.; and Sonoco Products Company.
Biggest changeThe Peer Group includes Sealed Air and the following companies: AptarGroup, Inc.; Ashland Global Holdings Inc.; Avery Dennison Corporation; Avient Corporation; Axalta Coating Systems Ltd.; Ball Corporation; Berry Global Group, Inc.; Crown Holdings, Inc.; Dover Corporation; Fortive Corporation; Graphic Packaging Holding Company; Grief, Inc.; Minerals Technologies, Inc.; O-I Glass, Inc.; Packaging Corporation of America; Reynolds Consumer Products Inc.; Silgan Holdings Inc.; and Sonoco Products Company.
The Peer Group is consistent with the peer companies used by the P&C Committee in 2023 in connection with certain aspects of our executive compensation programs. The P&C Committee selected Peer Group companies primarily in the materials sector that are comparable to Sealed Air based on sales, number of employees, and market capitalization.
The Peer Group is consistent with the peer companies used by the P&C Committee in connection with certain aspects of our executive compensation programs. The P&C Committee selected Peer Group companies primarily in the materials sector that are comparable to Sealed Air based on sales, number of employees, and market capitalization.
Total return for each assumed investment assumes the reinvestment of all dividends on December 31 of the year in which the dividends were paid. 31 Recent Sales of Unregistered Securities Not applicable.
Total return for each assumed investment assumes the reinvestment of all dividends on December 31 of the year in which the dividends were paid. 28 Recent Sales of Unregistered Securities Not applicable.
Issuer Purchases of Equity Securities The table below sets forth the total number of shares of our common stock, par value $0.10 per share, that we repurchased in each month of the quarter ended December 31, 2023, the average price paid per share and the maximum number of shares that may yet be purchased under our publicly announced plans or programs. 32 Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a) (b) (c) (d) Balance as of September 30, 2023 $ 536,509,713 October 1, 2023 through October 31, 2023 — $ — — 536,509,713 November 1, 2023 through November 30, 2023 — $ — — 536,509,713 December 1, 2023 through December 31, 2023 — $ — — 536,509,713 Total — — $ 536,509,713 (1) On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion.
Issuer Purchases of Equity Securities The table below sets forth the total number of shares of our common stock, par value $0.10 per share, that we repurchased in each month of the quarter ended December 31, 2024, the average price paid per share and the maximum number of shares that may yet be purchased under our publicly announced plans or programs. 29 Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a) (b) (c) (d) Balance as of September 30, 2024 $ 536,509,713 October 1, 2024 through October 31, 2024 — $ — — 536,509,713 November 1, 2024 through November 30, 2024 — $ — — 536,509,713 December 1, 2024 through December 31, 2024 — $ — — 536,509,713 Total — — $ 536,509,713 (1) On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion.
This program has no expiration and replaced the previous authorization. It does not obligate us to repurchase any specified amount of shares and remains subject to the discretion of the Board of Directors. As of December 31, 2023, there was $537 million remaining under the currently authorized repurchase program.
This program has no expiration and replaced the previous authorization. It does not obligate us to repurchase any specified amount of shares and remains subject to the discretion of the Board of Directors. As of December 31, 2024, there was $537 million remaining under the currently authorized repurchase program.
From time to time we acquire shares by means of open-market transactions, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and privately negotiated transactions, including accelerated share repurchase programs, or other methods, pursuant to our publicly announced program described above, subject to market or other conditions, covenants in our senior secured credit facility and applicable regulatory requirements.
From time to time we acquire shares by means of open-market transactions, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and privately negotiated transactions, including accelerated share repurchase programs, or other methods, pursuant to our publicly announced program described above, subject to market or other conditions, covenants in our senior secured credit facility and applicable regulatory requirements. 30 Item 6. [Reserved] 31
Common Stock Performance Comparisons The following graph shows, for the five years ended December 31, 2023, the cumulative total return on an investment of $100 assumed to have been made on December 31, 2018 in our common stock.
Common Stock Performance Comparisons The following graph shows, for the five years ended December 31, 2024, the cumulative total return on an investment of $100 assumed to have been made on December 31, 2019 in our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed on the New York Stock Exchange with the trading symbol SEE. As of February 15, 2024, there were approximately 2,667 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed on the New York Stock Exchange with the trading symbol SEE. As of February 18, 2025, there were approximately 2,524 holders of record of our common stock.
Removed
In addition, we have historically withheld shares from awards under our 2014 Omnibus Incentive Plan pursuant to the provision thereof that permits tax withholding obligations or other legally required charges to be satisfied by having us withhold shares from an award under that plan.
Added
Compared to the 2023 Peer Group, we removed Celanese Corporation and added Mineral Technologies, Inc., Greif, Inc , O-I Glass, Inc. and Reynolds Consumer Products Inc. to better align the peer group with Sealed Air's revenue and market capitalization profile.
Removed
During the three months ended December 31, 2023, no shares were withheld pursuant to this provision. 33 Item 6. [Reserved] 34

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

183 edited+49 added−82 removed72 unchanged
Biggest changeGAAP) 204.4 6.6 % (96.3) (4.0) % 108.1 2.0 % 2022 Net Sales $ 3,317.2 58.8 % $ 2,324.7 41.2 % $ 5,641.9 100.0 % (1) Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.
Biggest change(In millions) Food Protective Total Company 2023 Net Sales $ 3,519.7 64.1 % $ 1,969.2 35.9 % $ 5,488.9 100.0 % Price (69.5) (2.0) % (49.3) (2.5) % (118.8) (2.1) % Volume (1) 136.5 3.9 % (101.8) (5.2) % 34.7 0.6 % Total organic change (non-GAAP) 67.0 1.9 % (151.1) (7.7) % (84.1) (1.5) % Acquisition 23.5 0.7 % — — % 23.5 0.4 % Total constant dollar change (non-GAAP) 90.5 2.6 % (151.1) (7.7) % (60.6) (1.1) % Foreign currency translation (27.6) (0.8) % (8.1) (0.4) % (35.7) (0.7) % Total change (GAAP) 62.9 1.8 % (159.2) (8.1) % (96.3) (1.8) % 2024 Net Sales $ 3,582.6 66.4 % $ 1,810.0 33.6 % $ 5,392.6 100.0 % (In millions) Food Protective Total Company 2022 Net Sales $ 3,317.2 58.8 % $ 2,324.7 41.2 % 5,641.9 100.0 % Price 70.2 2.1 % (22.3) (1.0) % $ 47.9 0.8 % Volume (1) (58.8) (1.8) % (327.0) (14.0) % (385.8) (6.8) % Total organic change (non-GAAP) 11.4 0.3 % (349.3) (15.0) % (337.9) (6.0) % Acquisition 285.0 8.6 % — — % 285.0 5.1 % Total constant dollar change (non-GAAP) 296.4 8.9 % (349.3) (15.0) % (52.9) (0.9) % Foreign currency translation (93.9) (2.8) % (6.2) (0.3) % (100.1) (1.8) % Total change (GAAP) 202.5 6.1 % (355.5) (15.3) % (153.0) (2.7) % 2023 Net Sales $ 3,519.7 64.1 % $ 1,969.2 35.9 % $ 5,488.9 100.0 % (1) Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.
This change was made to better align the Company's definitions of Special Items with those of its peers, to better reflect the Company's operating performance, and to increase the usefulness of such measures for our stakeholders. When we present non-U.S. GAAP forward-looking guidance, we do not also provide guidance for the most directly comparable U.S.
This change was made to better align the Company's definitions of Special Items with those of its peers, to better reflect the Company's operating performance, and to increase the usefulness of such measures for our stakeholders. When we present non-GAAP forward-looking guidance, we do not also provide guidance for the most directly comparable U.S.
GAAP financial measures also provide management with additional means to understand and evaluate the core operating results and trends in our ongoing business by eliminating certain expenses and/or gains (which may not occur in each period presented) and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and peers more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts.
Non-GAAP financial measures also provide management with additional means to understand and evaluate the core operating results and trends in our ongoing business by eliminating certain expenses and/or gains (which may not occur in each period presented) and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and peers more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts.
GAAP financial metrics exclude certain specified items (“Special Items”), including restructuring charges and restructuring associated costs, amortization of intangible assets and inventory step-up expense related to the acquisition of Liquibox, adjustments in the valuation of our "SEE Ventures" portfolio (which may include debt or equity investments), and other charges related to acquisitions and divestitures, gains and losses related to acquisitions and divestitures, special tax items or tax benefits (collectively, “Tax Special Items”) and certain other items.
The non-GAAP financial metrics exclude certain specified items (“Special Items”), including restructuring charges and restructuring associated costs, amortization of intangible assets and inventory step-up expense related to the acquisition of Liquibox, adjustments in the valuation of our "SEE Ventures" portfolio (which may include debt or equity investments), and other charges related to acquisitions and divestitures, gains and losses related to acquisitions and divestitures, special tax items or tax benefits (collectively, “Tax Special Items”) and certain other items.
All amounts and percentages are approximate due to rounding and all dollars are in millions, except per share amounts. Business Overview and Reportable Segments Sealed Air Corporation (“SEE”, “Sealed Air”, or the “Company”, also referred to as “we”, “us”, or “our”) is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services.
All amounts and percentages are approximate due to rounding and all dollars are in millions, except per share amounts. Business Overview and Reportable Segments Sealed Air Corporation (“Sealed Air”, or the “Company”, also referred to as “we”, “us”, or “our”) is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services.
The critical accounting policies discussed below should be read together with our significant accounting policies set forth in Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards.” Commitments and Contingencies — Litigation On an ongoing basis, we assess the potential liabilities and costs related to any lawsuits or claims brought against us.
The critical 55 accounting policies discussed below should be read together with our significant accounting policies set forth in Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards.” Commitments and Contingencies — Litigation On an ongoing basis, we assess the potential liabilities and costs related to any lawsuits or claims brought against us.
Accounts Receivable Factoring Agreements We account for our participation in our customers' supply chain financing arrangements and our trade receivable factoring program in accordance with ASC Topic 860, "Transfers and Servicing" ("ASC Topic 860"), which allows the ownership 53 transfer of accounts receivable to qualify for sale treatment when the appropriate criteria are met.
Accounts Receivable Factoring Agreements We account for our participation in our customers' supply chain financing arrangements and our trade receivable factoring program in accordance with ASC Topic 860, "Transfers and Servicing" ("ASC Topic 860"), which allows the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria are met.
This was primarily driven by the reduction in the reserve for uncertain tax positions and the impact of incentive compensation, including higher cash payments made during the first quarter 2023, as compared to the prior year, coupled with a lower accrual as of December 31, 2023, as compared to the prior year.
This was primarily driven by the reduction in the reserve for uncertain tax positions and the impact of incentive compensation, including higher cash payments made during the first quarter 2023, as compared to the prior year, coupled with a lower accrual as of December 31, 2023, as compared to December 31, 2022.
If a quantitative test is performed, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. In addition, in all cases of an impairment review 60 we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate.
If a quantitative test is performed, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. In addition, in all cases of an impairment review we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate.
Future contributions and benefits paid directly by the Company are uncertain and rely on a number of factors including performance of underlying assets, future cash out flows of the plans, actuarial assumptions and funding discussions with boards charged with governance for some of our international plans.
Future 48 contributions and benefits paid directly by the Company are uncertain and rely on a number of factors including performance of underlying assets, future cash out flows of the plans, actuarial assumptions and funding discussions with boards charged with governance for some of our international plans.
We believe that we have adequately reserved for all probable and estimable environmental exposures. 52 Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts include indemnities in connection with the sale of businesses, primarily related to the sale of Diversey in 2017.
We believe that we have adequately reserved for all probable and estimable environmental exposures. Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts include indemnities in connection with the sale of businesses, primarily related to the sale of Diversey in 2017.
The decrease in cash flow from operating activities was primarily driven by $195 million of tax payments and deposits related to the resolution of certain tax matters and lower earnings and adjustments to reconcile net earnings to net cash provided by operating activities ("non-cash adjustments") recorded in 2023 compared to the same period in 2022.
The decrease in cash flow from operating activities was primarily driven by $195 million of tax payments and deposits related to the resolution of certain tax matters and lower earnings and adjustments to reconcile net earnings to net cash provided by 52 operating activities ("non-cash adjustments") recorded in 2023 compared to the same period in 2022.
For further discussion about these contracts and other financial instruments, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.” 59 Recently Issued Statements of Financial Accounting Standards, Accounting Guidance and Disclosure Requirements We are subject to recently issued statements of financial accounting standards, accounting guidance and disclosure requirements.
For further discussion about these contracts and other financial instruments, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.” Recently Issued Statements of Financial Accounting Standards, Accounting Guidance and Disclosure Requirements We are subject to recently issued statements of financial accounting standards, accounting guidance and disclosure requirements.
If the payment of additional taxes and interest proves unnecessary or less than the amount of the liability, the reversal of the liability would result in tax benefit being recognized in the period when we determine the liability is no longer necessary.
If the payment of additional taxes and interest proves unnecessary or 58 less than the amount of the liability, the reversal of the liability would result in tax benefit being recognized in the period when we determine the liability is no longer necessary.
Alternatively, if an optional qualitative goodwill impairment assessment is not performed, we may perform a quantitative assessment. Under the quantitative assessment, we compare the fair value of each reporting unit to its carrying value, including the goodwill allocated to the reporting unit.
Alternatively, if an optional qualitative goodwill impairment assessment is not performed, we may perform a quantitative assessment. Under the quantitative assessment, we compare the fair value of each reporting unit to its carrying value, including 56 the goodwill allocated to the reporting unit.
See Note 19, “Income Taxes,” for further discussion. Off-Balance Sheet Arrangements We have reviewed our off-balance sheet arrangements and have determined that none of those arrangements have a material current effect or is reasonably likely to have a material future effect on our Consolidated Financial Statements, liquidity, capital expenditures or capital resources.
See Note 20, “Income Taxes,” for further discussion. Off-Balance Sheet Arrangements We have reviewed our off-balance sheet arrangements and have determined that none of those arrangements have a material current effect or is reasonably likely to have a material future effect on our Consolidated Financial Statements, liquidity, capital expenditures or capital resources.
We are in the process of executing a full buy-out of the plan and now expect the transaction to be completed in 2024. As of December 31, 2023, the fair value of the assets for this plan matched the projected benefit obligation and there was no material net balance sheet position for this plan.
We are in the process of executing a full buy-out of the plan and now expect the transaction to be completed in 2025. As of December 31, 2024, the fair value of the assets for this plan matched the projected benefit obligation and there was no material net balance sheet position for this plan.
The tax benefits recognized on the Consolidated Financial Statements from such positions are measured based on the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. See Note 19, “Income Taxes,” for further discussion.
The tax benefits recognized on the Consolidated Financial Statements from such positions are measured based on the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. See Note 20, “Income Taxes,” for further discussion.
These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of Special Items.
These items are uncertain, depend on various factors, and could be material to our results computed in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of Special Items.
The proceeds were partially offset by debt payments of $970 million related to the extinguishment of 5.125% Senior Notes due 2024 and 4.500% Senior Notes due 2023 (including the early payment premiums of $12 million) and the repayment of $100 million of the incremental Term Loan A due 2027 during the fourth quarter of 2023.
The proceeds were partially offset by debt payments of $970 million related to the extinguishment of 5.125% Senior Notes due 2024 and 4.500% Senior Notes due 2023 (including the early payment premiums of $12 million) and the repayment of $100 million of the incremental Term Loan A due 2027 during 2023.
The Company does not expect that, in the near term, cash located outside of the U.S. will be needed to satisfy our obligations, dividends and other demands for cash in the U.S. Of the cash balances located outside of the U.S., approximately $12 million are in the Company's subsidiaries in Russia and Ukraine.
The Company does not expect that, in the near term, cash located outside of the U.S. will be needed to satisfy our obligations, dividends and other demands for cash in the U.S. Of the cash balances located outside of the U.S., approximately $15 million are in the Company's subsidiaries in Russia and Ukraine.
While the nature and amount of individual Special Items vary from period to period, we believe our calculation of Adjusted Net Earnings and Adjusted EPS is applied consistently to all periods and, in conjunction with other U.S. GAAP and non-U.S.
While the nature and amount of individual Special Items vary from period to period, we believe our calculation of Adjusted Net Earnings and Adjusted EPS is applied consistently to all periods and, in conjunction with other U.S.
GAAP financial measures, Adjusted Net Earnings and Adjusted EPS provide a useful and consistent comparison of our Company's performance to other periods. The following table shows a reconciliation of U.S. GAAP Net earnings and Diluted earnings per share from continuing operations to non-U.S.
GAAP and non-GAAP financial measures, Adjusted Net Earnings and Adjusted EPS provide a useful and consistent comparison of our Company's performance to other periods. The following table shows a reconciliation of GAAP Net earnings and Diluted earnings per share from continuing operations to non-GAAP Adjusted net earnings and Adjusted EPS from continuing operations.
If these programs had not been in effect for the year ended December 31, 2023, we would have been required to collect the invoice amounts directly from the relevant customers in accordance with the agreed payment terms.
If these programs had not been in effect for the year ended December 31, 2024, we would have been required to collect the invoice amounts directly from the relevant customers in accordance with the agreed payment terms.
Derivative Financial Instruments Interest Rate Swaps The information set forth in Note 15, “Derivatives and Hedging Activities,” under the caption “Interest Rate Swaps” is incorporated herein by reference. Net Investment Hedge The information set forth in Note 15, “Derivatives and Hedging Activities,” under the caption “Net Investment Hedge” is incorporated herein by reference.
Derivative Financial Instruments Interest Rate Swaps The information set forth in Note 16, “Derivatives and Hedging Activities,” under the caption “Interest Rate Swaps” is incorporated herein by reference. Net Investment Hedge The information set forth in Note 16, “Derivatives and Hedging Activities,” under the caption “Net Investment Hedge” is incorporated herein by reference.
We expect to be in continued compliance with our debt covenants including the covenant leverage ratio over the next 12 months. Supply Chain Financing Programs As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms.
We expect to be in continued compliance with our debt covenants, including the covenant leverage ratio, over the next 12 months. 50 Supply Chain Financing Program As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms.
These credit ratings are considered to be below investment grade (with the exception of the Baa2 and BBB- Senior Secured Rating from Moody’s Investors Service and Standard & Poor’s, respectively, which are classified as investment grade).
These credit ratings are considered to be below investment grade (with the exception of the Baa2 and BBB- Senior Secured Rating from Moody’s Ratings and Standard & Poor’s, respectively, which are classified as investment grade).
The information set forth in Note 15, “Derivatives and Hedging Activities,” under the caption “Foreign Currency Forward Contracts Designated as Cash Flow Hedges” and “Foreign Currency Forward Contracts Not Designated as Hedges” is incorporated herein by reference.
The information set forth in Note 16, “Derivatives and Hedging Activities,” under the caption “Foreign Currency Forward Contracts Designated as Cash Flow Hedges” and “Foreign Currency Forward Contracts Not Designated as Hedges” is incorporated herein by reference.
See Note 14, “Debt and Credit Facilities,” for further details. (5) On January 31, 2023, the Company issued $775 million of 6.125% senior notes due February 2028. The proceeds were used in part to finance the Liquibox acquisition and to repurchase the Company's 4.500% senior notes due September 2023. See Note 14, “Debt and Credit Facilities,” for further details.
See Note 15, “Debt and Credit Facilities,” for further details. (4) On January 31, 2023, the Company issued $775 million of 6.125% senior notes due February 2028. The proceeds were used in part to finance the Liquibox acquisition and to repurchase the Company's 4.500% senior notes due September 2023. See Note 15, “Debt and Credit Facilities,” for further details.
SEE designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials.
Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials.
While the nature and amount of individual Special Items vary from period to period, we believe our calculation of 36 Adjusted EBITDA is applied consistently to all periods and, in conjunction with other U.S. GAAP and non-U.S. GAAP financial measures, Adjusted EBITDA provides a useful and consistent comparison of our Company's performance to other periods.
While the nature and amount of individual Special Items vary from period to period, we believe our calculation of Adjusted EBITDA is applied consistently to all periods and, in conjunction with other GAAP and non-GAAP financial measures, Adjusted EBITDA provides a useful and consistent comparison of our Company's performance to other periods.
As such, the Company excludes the balances sold under such programs from Trade receivables, net on the Consolidated Balance Sheets. We recognize cash flow from operating activities at the point the receivables are sold under such programs. See Note 11, “Accounts Receivable Factoring Agreements” for further details.
As such, the Company excludes the balances sold under such programs from Trade receivables, net on the Consolidated Balance Sheets. We recognize cash flow from operating activities at the point the receivables are sold under such programs. See Note 11, “Accounts Receivable Factoring Agreements,” for further details.
We reached a definitive agreement with the IRS Independent Office of Appeals to settle the matter during the fourth quarter of 2023. See Note 19, "Income Taxes," and Note 20, "Commitments and Contingencies," for further details. We have established valuation allowances to reduce our deferred tax assets to an amount that is more likely than not to be realized.
We reached a definitive agreement with the IRS Independent Office of Appeals to settle the matter during the fourth quarter of 2023. See Note 20, "Income Taxes," for further details. We have established valuation allowances to reduce our deferred tax assets to an amount that is more likely than not to be realized.
Refer to Note 17, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” and Note 18, “Other Post-Employment Benefit Plans,” for additional information related to these plans.
Refer to Note 18, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” and Note 19, “Other Post-Employment Benefit Plans,” for additional information related to these plans.
The trade receivables that served as collateral for these borrowings are reclassified from Trade receivables, net to Prepaid expenses and other current assets on the Consolidated Balance Sheets. See Note 10, “Accounts Receivable Securitization Programs” for further details.
The trade receivables that served as collateral for these borrowings are reclassified from Trade receivables, net to Prepaid expenses and other current assets on the Consolidated Balance Sheets. See Note 10, “Accounts Receivable Securitization Programs,” for further details.
Other Derivative Instruments The information set forth in Note 15, “Derivatives and Hedging Activities,” under the caption “Other Derivative Instruments” is incorporated herein by reference. Foreign Currency Forward Contracts At December 31, 2023, we were party to foreign currency forward contracts, which did not have a significant impact on our liquidity.
Other Derivative Instruments The information set forth in Note 16, “Derivatives and Hedging Activities,” under the caption “Other Derivative Instruments” is incorporated herein by reference. Foreign Currency Forward Contracts At December 31, 2024, we were party to foreign currency forward contracts, which did not have a significant impact on our liquidity.
As of 2023, the Company is now including, within its definition of Special Items, amortization expenses of intangibles from the Liquibox acquisition and future significant acquisitions. The change is prospective and does not impact previously presented results.
As of 2023, the Company is now including, within its definition of Special Items, amortization expenses of intangibles from the Liquibox acquisition and future significant acquisitions. The change was prospective and did not impact previously presented results.
GAAP financial measures. As a worldwide business, it is important that we consider the effects of foreign currency translation when we view our results and plan our strategies. Nonetheless, we cannot control changes in foreign currency exchange rates.
As a worldwide business, it is important that we consider the effects of foreign currency translation when we view our results and plan our strategies. Nonetheless, we cannot control changes in foreign currency exchange rates.
The plan has accumulated comprehensive losses of $7 million ($5 million, net of tax), recorded within AOCL in Stockholders' equity on our Consolidated Balance Sheets as of December 31, 2023. Upon plan termination or full buy-out, the accumulated comprehensive loss would be recognized to Other expense, net within the Consolidated Statements of Operations.
The plan has accumulated comprehensive losses of $6 million ($5 million, net of tax), recorded within AOCL in Stockholders' equity on our Consolidated Balance Sheets as of December 31, 2024. Upon plan termination or full buy-out, the accumulated comprehensive loss would be recognized to Other expense, net within the Consolidated Statements of Operations.
Approximately $170 million in incremental trade receivables would have been outstanding at December 31, 2023 if collection on such invoice amounts were made directly from our customers on the invoice due date and not through our customers' supply chain financing arrangements or our factoring program.
Approximately $168 million in incremental trade receivables would have been outstanding at December 31, 2024 if collection on such invoice amounts were made directly from our customers on the invoice due date and not through our customers' supply chain financing arrangements or our factoring program.
Net Earnings from Continuing Operations Net earnings from continuing operations for the years ended December 31, 2023, 2022 and 2021 are included in the table below.
Net Earnings from Continuing Operations Net earnings from continuing operations for the years ended December 31, 2024, 2023 and 2022 are included in the table below.
Income Tax Payments We expect tax payments on our operations to be approximately $160 million in 2024. Future payments are uncertain and dependent on a number of factors including the amount of future taxable income. The results of ongoing appeals or audits by various taxing authorities, including the IRS, could increase our tax payments.
Income Tax Payments We expect tax payments on our operations to be approximately $195 million in 2025. Future payments are uncertain and dependent on a number of factors including the amount of future taxable income. The results of ongoing appeals or audits by various taxing authorities, including the IRS, could increase our tax payments.
Accounts Receivable Securitization Programs At December 31, 2023, we had total availability of $135 million and total outstanding borrowings of $133 million under our U.S. and European accounts receivable securitization programs. At December 31, 2022, we had $135 million available to us and no outstanding borrowings under the programs.
Accounts Receivable Securitization Programs At December 31, 2024, we had total availability of $133 million and total outstanding borrowings of $133 million under our U.S. and European accounts receivable securitization programs. At December 31, 2023, we had $135 million available to us and $133 million outstanding borrowings under the programs.
Contractual Obligations Our contractual obligations primarily consist of short-term borrowings, principal and interest payments on long-term debt, operating and financing leases, dividend payments, compensation and benefit related obligations, including defined benefit 51 pension plans and other post-employment benefit plans, and other contractual obligations that arise in the normal course of business.
Material Commitments and Contingencies Contractual Obligations Our contractual obligations primarily consist of short-term borrowings, principal and interest payments on long-term debt, operating and financing leases, dividend payments, compensation and benefit related obligations, including defined benefit pension plans and other post-employment benefit plans, and other contractual obligations that arise in the normal course of business.
SEE has other principal contractual obligations which include agreements to purchase an estimated amount of goods, including raw materials, or services, including energy, assumed in the normal course of business.
Sealed Air has other principal contractual obligations which include agreements to purchase an estimated amount of goods, including raw materials, or services, including energy, assumed in the normal course of business.
Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items. Capital Expenditures We expect payments for capital expenditures to be approximately $230 million in 2024.
Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items. Capital Expenditures We expect payments for capital expenditures to be approximately $220 million in 2025.
The total projected benefit obligation of the plan is $9 million. The projected benefit obligation was developed using actuarial assumptions that would be used in a plan termination or buy-out basis. Under a full buy-out, the liabilities are fully transferred to an insurance or annuity provider and SEE would no longer maintain the liability or administrative responsibilities.
The total projected benefit obligation of the plan is $8 million. The projected benefit obligation was developed using actuarial assumptions that would be used in a plan termination or buy-out basis. Under a full buy-out, the liabilities are fully transferred to an insurance or annuity provider and Sealed Air would no longer maintain the liability or administrative responsibilities.
See Note 14, “Debt and Credit Facilities,” for further details. (3) On December 8, 2022, the Company and certain of its subsidiaries entered into an amendment to the Fourth Amended and Restated Credit Agreement whereby the Company's existing senior secured credit facility was amended and provided for a new $650 million incremental term facility.
See Note 15, “Debt and Credit Facilities,” for further details. (2) On December 8, 2022, the Company and certain of its subsidiaries entered into an amendment to the Fourth Amended and Restated Credit Agreement whereby the Company's existing senior secured credit facility was amended and provided for a $650 million incremental term facility.
On a constant dollar basis, net sales decreased $349 million, or 15%, in 2023 compared with 2022 primarily due to the following: • lower volumes of $327 million, across all regions, primarily due to continued market pressures and destocking in the industrial and fulfillment sectors; and • unfavorable pricing of $22 million. 2022 compared with 2021 As reported, net sales decreased $96 million, or 4%, in 2022 compared with 2021.
On a constant dollar basis, net sales decreased $349 million, or 15%, in 2023 compared with 2022 primarily due to the following: • lower volumes of $327 million, across all regions, primarily due to continued market pressures and destocking in the industrial and fulfillment sectors; and • unfavorable pricing of $22 million.
A 25 basis point change in the assumed discount rate and a 100 basis point change in the expected long-term rate of return on plan assets would have resulted in the following (decreases) increases in the projected benefit obligation at December 31, 2023 and the expected net periodic benefit cost for the year ending December 31, 2024: United States 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2023 projected benefit obligation $ (2.9) $ 3.0 Effect on 2024 expected net periodic benefit cost — — 100 Basis Point Increase (In millions) 100 Basis Point Decrea s e (In millions) Return on Assets Effect on 2024 expected net periodic benefit cost $ (1.0) $ 1.0 62 International 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2023 projected benefit obligation $ (15.8) $ 17.0 Effect on 2024 expected net periodic benefit cost — — 100 Basis Point Increase (In millions) 100 Basis Point Decrea s e (In millions) Return on Assets Effect on 2024 expected net periodic benefit cost $ (4.7) $ 4.7 During the fourth quarter of 2021, the Company purchased a buy-in insurance contract which covered the remaining portion of the liability for one of our defined benefit pension plans in the UK.
A 25 basis point change in the assumed discount rate and a 100 basis point change in the expected long-term rate of return on plan assets would have resulted in the following (decreases) increases in the projected benefit obligation at December 31, 2024 and the expected net periodic benefit cost for the year ending December 31, 2025: United States 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2024 projected benefit obligation $ (2.5) $ 2.6 Effect on 2025 expected net periodic benefit cost 0.1 — 100 Basis Point Increase (In millions) 100 Basis Point Decrea s e (In millions) Return on Assets Effect on 2025 expected net periodic benefit cost $ (1.0) $ 1.0 International 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2024 projected benefit obligation $ (13.6) $ 13.8 Effect on 2025 expected net periodic benefit cost 0.3 0.2 100 Basis Point Increase (In millions) 100 Basis Point Decrea s e (In millions) Return on Assets Effect on 2025 expected net periodic benefit cost $ (4.3) $ 4.3 During the fourth quarter of 2021, the Company purchased a buy-in insurance contract which covered the remaining portion of the liability for one of our defined benefit pension plans in the UK.
The Company's ETR was increased by state income tax expense, and foreign earnings subject to higher tax rates, and decreased by the reductions in unrecognized tax benefits and tax credits. Our ETR for the year ended December 31, 2022 was 32.6% compared to the U.S. statutory rate of 21%.
Our ETR for the year ended December 31, 2022 was 32.6% compared to the U.S. statutory rate of 21%. The Company's ETR was increased by unrecognized tax benefits, state income tax expense, and foreign earnings subject to higher tax rates, and decreased by tax credits and the effect of equity compensation.
Gain on Sale of Discontinued Operations, net of tax Gain on sale of discontinued operations, net of tax for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, (In millions) 2023 2022 2021 Gain on sale of discontinued operations, net of tax $ 2.3 $ 0.3 $ 15.6 On March 25, 2017, we entered into a definitive agreement to sell our Diversey Care division and the food hygiene and cleaning business within our Food Care division (collectively, "Diversey") for gross proceeds of $3.2 billion.
(Loss) Gain on Sale of Discontinued Operations, net of tax (Loss) Gain on sale of discontinued operations, net of tax for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, (In millions) 2024 2023 2022 (Loss) Gain on sale of discontinued operations, net of tax $ (4.8) $ 2.3 $ 0.3 On March 25, 2017, we entered into a definitive agreement to sell our Diversey Care division and the food hygiene and cleaning business within our Food Care division (collectively, "Diversey") for gross proceeds of $3.2 billion.
SG&A expenses were impacted by favorable foreign currency translation of $5 million. On a constant dollar basis, SG&A expenses decreased approximately $23 million, or 3%.
SG&A expenses were impacted by favorable foreign currency translation of $3 million. On a constant dollar basis, SG&A expenses decreased approximately $4 million, or 0.5%.
We also allocate and disclose restructuring and other charges and impairment of goodwill and other intangible assets by segment, although these items are not included in the segment performance metric Segment Adjusted EBITDA since restructuring and other charges and impairment of goodwill and other intangible assets are categorized as Special Items.
We also allocate and disclose restructuring and other charges and impairment of goodwill and other intangible assets by segment, although these items are not included in Segment Adjusted EBITDA since restructuring and other charges and impairment of goodwill and other intangible assets are 46 categorized as Special Items.
Therefore, Net Debt should not be considered a substitute for amounts owed to creditors or other balance sheet information prepared in accordance with U.S. GAAP, and it may not be comparable to similarly titled measures used by other companies.
Net Debt is not defined under GAAP. Therefore, Net Debt should not be considered a substitute for amounts owed to creditors or other balance sheet information prepared in accordance with GAAP, and it may not be comparable to similarly titled measures used by other companies.
Contributions to Defined Benefit Pension Plans and Other Post-Employment Benefit Plans We maintain defined benefit pension plans and other post-employment benefit plans for some of our U.S. and our non-U.S. employees. We currently expect our contributions to these plans to be approximately $10 million in 2024.
Contributions to Defined Benefit Pension Plans and Other Post-Employment Benefit Plans We maintain defined benefit pension plans and other post-employment benefit plans for some of our U.S. and our non-U.S. employees. We currently expect our contributions to these plans to be approximately $8 million in 2025.
Special Items were primarily comprised of: • $49 million of Tax Special Items related primarily to increases in uncertain tax positions; • $31 million ($23 million, net of taxes) net loss on equity investments; • $21 million ($17 million, net of taxes) of restructuring and other restructuring associated costs in support of the Reinvent SEE business transformation; and • $11 million ($8 million, net of taxes) loss on debt redemption and refinancing activities.
Special Items were primarily comprised of: • Tax Special Items of $49 million related primarily to increases in uncertain tax positions; • net loss on equity investments of $31 million ($23 million, net of taxes); • restructuring and other restructuring associated costs of $21 million ($17 million, net of taxes); and • loss on debt redemption and refinancing activities of $11 million ($8 million, net of taxes).
For the year ended December 31, 2023, the Company incurred non-cash expense of approximately $33 million primarily related to the impairment of property and equipment and inventory obsolescence charges associated with the Kevothermal and plant-based rollstock business closures, and other activities as part of the CTO2Grow Program. 45 Cash outlay for restructuring and restructuring related activities for the CTO2Grow Program was $7 million during the year ended December 31, 2023.
For the year ended December 31, 2023, the Company incurred non-cash expense of approximately 42 $33 million primarily related to the impairment of property and equipment and inventory obsolescence charges associated with the Kevothermal and plant-based rollstock business closures, and other activities as part of the CTO2Grow Program.
Lines of Credit At December 31, 2023 and 2022, we had a $1 billion revolving credit facility program, with $1 billion and $985 million available at December 31, 2023 and 2022, respectively, as part of our senior secured credit facility. We had no outstanding borrowings under the facility at December 31, 2023 and 2022.
Lines of Credit At December 31, 2024 and 2023, we had a $1 billion revolving credit facility program, with $1 billion available at December 31, 2024 and 2023, as part of our senior secured credit facility. We had no outstanding borrowings under the facility at December 31, 2024 and 2023.
Cost of sales was impacted by favorable foreign currency translation of $87 million.
Cost of sales was impacted by favorable foreign currency translation of $26 million.
We have no other material cash balances deemed to be trapped as of December 31, 2023. Cash and Cash Equivalents The following table summarizes our accumulated cash and cash equivalents: December 31, (In millions) 2023 2022 Cash and cash equivalents $ 346.1 $ 456.1 See “Analysis of Historical Cash Flow” below.
We have no other material cash balances deemed to be trapped as of December 31, 2024. Cash and Cash Equivalents The following table summarizes our accumulated cash and cash equivalents: December 31, (In millions) 2024 2023 Cash and cash equivalents $ 371.8 $ 346.1 49 See “Analysis of Historical Cash Flow” below.
Year Ended December 31, % Change (In millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Selling, general and administrative expenses $ 759.1 $ 786.2 $ 772.4 (3.4) % 1.8 % As a % of net sales 13.8 % 13.9 % 14.0 % 2023 compared with 2022 As reported, SG&A expenses decreased $27 million in 2023 as compared to 2022.
Year Ended December 31, % Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Selling, general and administrative expenses $ 752.6 $ 759.1 $ 786.2 (0.9) % (3.4) % As a % of net sales 14.0 % 13.8 % 13.9 % 2024 compared with 2023 As reported, SG&A expenses decreased $7 million in 2024 as compared to 2023.
Cost of Sales Cost of sales for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, % Change (In millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Net sales $ 5,488.9 $ 5,641.9 $ 5,533.8 (2.7) % 2.0 % Cost of sales 3,847.6 3,869.0 3,852.9 (0.6) % 0.4 % As a % of net sales 70.1 % 68.6 % 69.6 % 2023 compared with 2022 As reported, cost of sales decreased by $21 million, or 0.6%, in 2023 as compared to 2022.
Cost of Sales Cost of sales for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, % Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net sales $ 5,392.6 $ 5,488.9 $ 5,641.9 (1.8) % (2.7) % Cost of sales 3,767.5 3,847.6 3,869.0 (2.1) % (0.6) % As a % of net sales 69.9 % 70.1 % 68.6 % 2024 compared with 2023 As reported, cost of sales decreased by $80 million, or 2.1%, in 2024 as compared to 2023.
Interest Payments Estimated future interest payments on the Company’s senior notes and senior secured credit facility through fiscal 2033 are expected to be $1,184 million, including $255 million expected in 2024, based on interest rates at December 31, 2023.
Interest Payments Estimated future interest payments on the Company’s senior notes and senior secured credit facility through fiscal 2033 are expected to be $1,049 million, including $228 million expected in 2025, based on interest rates at December 31, 2024.
(6) On November 20, 2023, the Company issued $425 million of 7.250% senior notes due February 2031. The proceeds were used to repurchase the Company's 5.125% senior notes due December 2024. See Note 14, “Debt and Credit Facilities,” for further details.
(5) On November 20, 2023, the Company issued $425 million of 7.250% senior notes due February 2031. The proceeds were used to repurchase the Company's 5.125% senior notes due December 2024. See Note 15, “Debt and Credit Facilities,” for further details. (6) On June 28, 2024, the Company issued $400 million of 6.500% senior notes due July 2032.
GAAP, as our management believes it is useful to investors. In addition, non-U.S. GAAP financial measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, providing guidance and comparing our financial performance with our peers. Non-U.S.
In addition, non-GAAP financial measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, providing guidance and comparing our financial performance with our peers.
GAAP financial measures considers both the quantitative and qualitative aspects of the item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.
Our evaluation of whether to exclude an unusual or special item for purposes of determining our non-GAAP financial measures considers both the quantitative and qualitative aspects of the item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.
The measurement date used to determine the benefit obligation and plan assets is December 31. At December 31, 2023, the total projected benefit obligation for our U.S. pension plan was $136 million, and the total benefit cost for the year ended December 31, 2023 was $2 million.
The measurement date used to determine the benefit obligation and plan assets is December 31. At December 31, 2024, the total projected benefit obligation for our U.S. pension plan was $127 million, and the total benefit cost for the year ended December 31, 2024 was $1 million.
In 2022, Sealed Air issued $425 million of 5.000% Senior Notes due 2029. The proceeds were used to repurchase the Company's 5.250% Senior Notes due 2023. We recognized a pre-tax loss of approximately $11 million on such repurchase, primarily driven by the tender offer consideration beyond the principal amount of the notes tendered.
The proceeds were used to repurchase the Company's 5.250% Senior Notes due 2023. We recognized a pre-tax loss of approximately $11 million on such repurchase, primarily driven by the tender offer consideration beyond the principal amount of the notes tendered.
See Note 20, “Commitments and Contingencies,” for additional information. Liability for Unrecognized Tax Benefits At December 31, 2023, we had liabilities for unrecognized tax benefits and related interest of $290 million, of which $2 million is reflected in Other current liabilities on our Consolidated Balance Sheet for the amounts expected to settle in 2024.
See Note 21, “Commitments and Contingencies,” for additional information. Liability for Unrecognized Tax Benefits At December 31, 2024, we had liabilities for unrecognized tax benefits and related interest of $289 million, of which $21 million is reflected in Other current liabilities on our Consolidated Balance Sheets for the amounts expected to settle in 2025.
GAAP effective tax rate, adjusted to exclude the tax impact from the Special Items that are excluded from our Adjusted Net Earnings and Adjusted EPS metrics as well as expense or benefit from any special taxes or Tax Special Items. The Adjusted Tax Rate is an indicator of the taxes on our core business.
The Adjusted Tax Rate is a measure of our GAAP effective tax rate, adjusted to exclude the tax impact from the Special Items that are excluded from our Adjusted Net Earnings and Adjusted EPS metrics as well as expense or benefit from any special taxes or Tax Special Items.
At December 31, 2023, the total projected benefit obligation for our international pension plans was $539 million, and the total benefit cost for the year ended December 31, 2023 was $7 million. The employer service cost of our pension plans is charged to Cost of sales and Selling, general and administrative expenses.
At December 31, 2024, the total projected benefit obligation for our international pension plans was $477 million, and the total benefit cost for the year ended December 31, 2024 was $4 million. 57 The employer service cost of our pension plans is charged to Cost of sales and Selling, general and administrative expenses.
Additionally, we expect benefits related to these plans paid directly by the Company to be approximately $9 million in 2024.
Additionally, we expect benefits related to these plans paid directly by the Company to be approximately $8 million in 2025.
We have deferred tax assets related to non-deductible interest, capitalized expenses, accruals not yet deductible for tax purposes, state and foreign net operating loss carryforwards, tax credits, employee benefit items, and other items.
Our ETR depends upon the realization of our net deferred tax assets. We have deferred tax assets related to non-deductible interest, capitalized expenses, accruals not yet deductible for tax purposes, state and foreign net operating loss carryforwards, tax credits, employee benefit items, and other items.
The following is a discussion of the factors that contributed to the change in Segment Adjusted EBITDA for the year ended December 31, 2023, compared to 2022, and the year ended December 31, 2022, compared to 2021. Food 2023 compared with 2022 On a reported basis, Segment Adjusted EBITDA increased $20 million in 2023 as compared to 2022.
The following is a discussion of the factors that contributed to the change in Segment Adjusted EBITDA for the year ended December 31, 2024, compared to 2023, and the year ended December 31, 2023, compared to 2022. Food 2024 compared with 2023 Segment Adjusted EBITDA increased $33 million in 2024 as compared to 2023.
The proceeds were used in part to repurchase the Company's 4.500% Senior Notes due 2023. We recognized a pre-tax loss of $5 million on such repurchase, primarily driven by the tender offer consideration beyond the principal amount of the notes tendered. See Note 14, "Debt and Credit Facilities," for further details.
The proceeds were used to repurchase the Company’s outstanding 5.500% senior notes due 2025. We recognized a pre-tax loss of $7 million on the repurchase, primarily driven by the tender offer consideration beyond the principal amount of the notes tendered. See Note 15, "Debt and Credit Facilities," for further details.
Debt Ratings Our cost of capital and ability to obtain external financing may be affected by our debt ratings, which the credit rating agencies review periodically. Below is a table that details our credit ratings by the various types of debt by rating agency.
See Note 12, "Supply Chain Financing Program," for further details. Debt Ratings Our cost of capital and ability to obtain external financing may be affected by our debt ratings, which the credit rating agencies review periodically. Below is a table that details our credit ratings by the various types of debt by rating agency.
Investing Activities 2023 vs. 2022 Net cash used in investing activities was $1,378 million during 2023, compared to net cash used in investing activities of $243 million during 2022. The increase in net cash used in investing activities was largely due to acquisition activities, primarily related to the Liquibox acquisition, of $1,161 million.
Investing Activities 2024 vs. 2023 Net cash used in investing activities was $233 million during 2024, compared to net cash used in investing activities of $1,378 million during 2023. The decrease in net cash used in investing activities was largely due to acquisition activities during 2023, primarily related to the Liquibox acquisition, of $1,161 million.
Analysis of Historical Cash Flow The following table shows the changes in our Consolidated Statements of Cash Flows in the years ended December 31, 2023, 2022 and 2021. 55 Year Ended December 31, Change (In millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Net cash provided by operating activities $ 516.2 $ 613.3 $ 709.7 $ (97.1) $ (96.4) Net cash used in investing activities (1,378.2) (243.0) (125.7) (1,135.2) (117.3) Net cash provided by (used in) financing activities 755.7 (446.7) (575.8) 1,202.4 129.1 Effect of foreign currency exchange rate changes on cash and cash equivalents (3.7) (28.5) 4.1 24.8 (32.6) In addition to net cash from operating activities, we use free cash flow as a useful measure of performance and as an indication of the strength and ability of our operations to generate cash.
Analysis of Historical Cash Flow The following table shows the changes in our Consolidated Statements of Cash Flows in the years ended December 31, 2024, 2023 and 2022. 51 Year Ended December 31, Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net cash provided by operating activities $ 728.0 $ 516.2 $ 613.3 $ 211.8 $ (97.1) Net cash used in investing activities (232.5) (1,378.2) (243.0) 1,145.7 (1,135.2) Net cash (used in) provided by financing activities (432.8) 755.7 (446.7) (1,188.5) 1,202.4 Effect of foreign currency exchange rate changes on cash and cash equivalents (37.0) (3.7) (28.5) (33.3) 24.8 In addition to net cash from operating activities, we use free cash flow as a useful measure of performance and as an indication of the strength and ability of our operations to generate cash.
Amortization Expense of Intangible Assets Amortization expense of intangible assets for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, % Change (In millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Amortization expense of intangible assets $ 62.7 $ 36.1 $ 38.8 73.7 % (7.0) % As a % of net sales 1.1 % 0.6 % 0.7 % The increase in amortization expense of intangible assets in 2023 compared with 2022 was primarily due to the amortization of Liquibox intangible assets, partially offset by lower amortization of enterprise-wide capitalized software assets.
Amortization Expense of Intangible Assets Amortization expense of intangible assets for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, % Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Amortization expense of intangible assets $ 62.6 $ 62.7 $ 36.1 (0.2) % 73.7 % As a % of net sales 1.2 % 1.1 % 0.6 % The amortization expense of intangible assets in 2024 was essentially flat compared with 2023 primarily due to lower amortization of enterprise-wide capitalized software assets, offset by an additional month of amortization expense of Liquibox intangible assets in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCommodities We use various commodity raw materials such as plastic resins and energy products such as electric power and natural gas in conjunction with our manufacturing processes. Generally, we acquire these components at market prices in the region in which they will be used and do not use financial instruments to hedge commodity prices.
Biggest changeGenerally, we acquire these components at market prices in the region in which they will be used and do not use financial instruments to hedge commodity prices. Moreover, we seek to maintain appropriate levels of commodity raw material inventories thus minimizing the expense and risks of carrying excess inventories.
Customer Credit We are exposed to credit risk from our customers. In the normal course of business, we extend credit to our customers if they satisfy pre-defined credit criteria. We maintain an allowance for credit losses on trade receivables for estimated losses resulting from the failure of our customers to make required payments.
Customer Credit 60 We are exposed to credit risk from our customers. In the normal course of business, we extend credit to our customers if they satisfy pre-defined credit criteria. We maintain an allowance for credit losses on trade receivables for estimated losses resulting from the failure of our customers to make required payments.
The effect on our results of operations would be substantially offset by the impact of the hedged items. Our foreign currency forward contracts are described in Note 15, “Derivatives and Hedging Activities,” which is incorporated herein by reference.
The effect on our results of operations would be substantially offset by the impact of the hedged items. Our foreign currency forward contracts are described in Note 16, “Derivatives and Hedging Activities,” which is incorporated herein by reference.
See Note 16, “Fair Value Measurements, Equity Investments and Other Financial Instruments,” for details of the methodology and inputs used to determine the fair value of our fixed rate debt. The fair value of our fixed rate debt varies with changes in interest rates.
See Note 17, “Fair Value Measurements, Equity Investments and Other Financial Instruments,” for details of the methodology and inputs used to determine the fair value of our fixed rate debt. The fair value of our fixed rate debt varies with changes in interest rates.
For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in Unrealized net loss on net investment hedges, a component of AOCL, net of taxes, to offset the changes in the values of the net investments being hedged.
For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in Unrealized gain or loss on derivative instruments for net investment hedge, a component of AOCL, net of taxes, to offset the changes in the values of the net investments being hedged.
We believe that this enables us to better match operating cash flows with debt service requirements and to better match the currency of assets and liabilities. The U.S. dollar equivalent amount of outstanding debt denominated in a functional currency other than the U.S. dollar was $131 million and $467 million at December 31, 2023 and 2022, respectively.
We believe that this enables us to better match operating cash flows with debt service requirements and to better match the currency of assets and liabilities. The U.S. dollar equivalent amount of outstanding debt denominated in a functional currency other than the U.S. dollar was $145 million and $131 million at December 31, 2024 and 2023, respectively.
Also, as of December 31, 2023, our Argentina subsidiaries had cumulative translation losses of $22 million. Russia Recent fluctuations of the ruble have exposed us to heightened levels of foreign currency exchange risks. As of December 31, 2023, approximately 1% of our consolidated net sales were derived from products sold in Russia.
Also, as of December 31, 2024, our Argentina subsidiary had cumulative translation losses of $22 million. Russia 59 Recent fluctuations of the ruble have exposed us to heightened levels of foreign currency exchange risks. As of December 31, 2024, approximately 1% of our consolidated net sales were derived from products sold in Russia.
A hypothetical 10% adverse change in foreign exchange rates at December 31, 2023 would have caused us 64 to pay approximately $42 million to terminate these contracts. Based on our overall foreign exchange exposure, we estimate this change would not materially affect our financial position and liquidity.
A hypothetical 10% adverse change in foreign exchange rates at December 31, 2024 would have caused us to pay approximately $38 million to terminate these contracts. Based on our overall foreign exchange exposure, we estimate this change would not materially affect our financial position and liquidity.
Generally, the fair value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical 10% increase in interest rates would result in a decrease of $82 million in the fair value of the total debt balance at December 31, 2023.
Generally, the fair value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical 10% increase in interest rates would result in a decrease of $81 million in the fair value of the total debt balance at December 31, 2024.
Assets include $10 million of cash and cash equivalents domiciled in Russia. Also, as of December 31, 2023, our Russia subsidiary had cumulative translation losses of $45 million. Impact of Inflation and Currency Fluctuation Economic and political events in certain countries have exposed us to heightened levels of inflation and foreign currency exchange risks.
Assets include $13 million of cash and cash equivalents domiciled in Russia. Also, as of December 31, 2024, our Russia subsidiary had cumulative translation losses of $58 million. Impact of Inflation and Currency Fluctuation Economic and political events in certain countries have exposed us to heightened levels of inflation and foreign currency exchange risks.
GAAP. See Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” for additional information. As of December 31, 2023, 1% of our consolidated net sales were derived from our products sold in Argentina and net assets include $8 million of cash and cash equivalents domiciled in Argentina.
See Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” for additional information. As of December 31, 2024, approximately 2% of our consolidated net sales were derived from our products sold in Argentina and net assets include $34 million of cash and cash equivalents domiciled in Argentina.
These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency. Outstanding Debt Our outstanding debt is generally denominated in the functional currency of the borrower.
These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency. Outstanding Debt Our outstanding debt is generally denominated in the functional currency of the borrower subsidiary based on the location of its operations.
As of July 1, 2018, Argentina was designated as a highly inflationary economy. For the years ended December 31, 2023, 2022 and 2021, we recognized a remeasurement loss of $23 million, $9 million and $4 million, respectively, within Other expense, net on the Consolidated Statements of Operations, related to the designation of Argentina as a highly inflationary economy under U.S.
For the years ended December 31, 2024, 2023 and 2022, we recognized a remeasurement loss of $10 million, $23 million and $9 million, respectively, within Other expense, net on the Consolidated Statements of Operations, related to the designation of Argentina as a highly inflationary economy under U.S. GAAP.
Interest Rates From time to time, we may use interest rate swaps, collars or options to manage our exposure to fluctuations in interest rates. At December 31, 2023, we had no outstanding interest rate swaps, collars or options. The information set forth in Note 15, “Derivatives and Hedging Activities,” under the caption “Interest Rate Swaps,” is incorporated herein by reference.
At December 31, 2024, we had no outstanding interest rate swaps, collars or options. The information set forth in Note 16, “Derivatives and Hedging Activities,” under the caption “Interest Rate Swaps,” is incorporated herein by reference.
Net Investment Hedge In February 2023, the €400.0 million 4.500% senior notes issued in June 2015 that were previously designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates, were repaid.
Net Investment Hedge In February 2023, we repaid the €400.0 million 4.500% senior notes issued in June 2015, which were previously designated as a net investment hedge against the foreign currency exposure of a portion of our net investment in certain Euro-functional currency subsidiaries.
We seek to minimize these risks through regular operating and 63 financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading purposes.
We seek to minimize these risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading purposes. Interest Rates From time to time, we may use interest rate swaps, collars or options to manage our exposure to fluctuations in interest rates.
Moreover, we seek to maintain appropriate levels of commodity raw material inventories thus minimizing the expense and risks of carrying excess inventories. We do not typically purchase substantial quantities in advance of production requirements. As a result, we are exposed to market risks related to changes in commodity prices of these components. 66
We do not typically purchase substantial quantities in advance of production requirements. As a result, we are exposed to market risks related to changes in commodity prices of these components. 61
These investments provide a stream of income equal to future benefit payments for pre-defined groups of participants; however, the Company maintains the primary liability for the projected benefit obligation related to these groups.
These investments provide a stream of income equal to future benefit payments for pre-defined groups of participants; however, the Company maintains the primary liability for the projected benefit obligation related to these groups. As of December 31, 2024 and 2023, buy-in contracts represented $95 million, or 17%, and $107 million, or 18%, of the Company's total plan assets, respectively.
For the year ended December 31, 2023, we recognized $3 million of interest income related to these contracts, which is reflected in Interest expense, net on the Consolidated Statements of Operations.
The Company has elected the spot method for assessing the effectiveness of these contracts. The maturity date for this series of cross-currency swaps is February 1, 2028. For the years ended December 31, 2024 and 2023, we recognized $3 million of interest income related to these contracts, which is reflected within Interest expense, net on the Consolidated Statements of Operations.
Other than the buy-in contracts and equity diversifiers noted above, we believe that our plan assets are highly liquid and may be readily redeemed to cover necessary plan payments. There is a high degree of predictability of payments made from our defined benefit plans.
As of December 31, 2024 and 2023, equity diversifying assets represented $72 million, or 13%, and $77 million, or 13%, of the Company's total plan assets, respectively. Other than the buy-in contracts and equity diversifiers noted above, we believe that our plan assets are highly liquid and may be readily redeemed to cover necessary plan payments.
Argentina Economic events in Argentina, including the default on some of its international debt obligations, which have subsequently been renegotiated, exposed us to heightened levels of foreign currency exchange risks. Despite some recent debt restructuring, fluctuations in foreign exchange rates on the Argentine peso continue to impact our financial results.
Argentina Economic and political events in Argentina have exposed us to heightened levels of foreign currency exchange risks and the fluctuations in foreign exchange rates on the Argentine peso continue to impact our financial results. As of July 1, 2018, Argentina was designated as a highly inflationary economy.
Based upon the annual valuation of our defined benefit pension plans at December 31, 2023, we expect net periodic benefit cost to be approximately $6 million in 2024. See Note 17, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for further details on our defined benefit pension plans.
There is a high degree of predictability of payments made from our defined benefit plans. Based upon the annual valuation of our defined benefit pension plans at December 31, 2024, we expect net periodic benefit cost to be approximately $3 million in 2025.
As of December 31, 2023 and 2022, buy-in contracts represented $107 million, or 18%, and $98 million, or 17%, of the Company's total plan assets, respectively. 65 Additionally, our plan assets may, from time to time, be invested in assets designed to diversify the investment portfolio and protect against equity market movements.
Additionally, our plan assets may, from time to time, be invested in assets designed to diversify the investment portfolio and protect against equity market movements. Some of these assets may only be redeemed on a quarterly basis.
Removed
The Company has elected the spot method for assessing the effectiveness of these contracts. The maturity date for this series of cross-currency swaps is February 1, 2028. The fair value of this hedge as of December 31, 2023 was a $20 million loss and is included within Other non-current liabilities on our Consolidated Balance Sheets.
Added
See Note 18, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for further details on our defined benefit pension plans. Commodities We use various commodity raw materials such as plastic resins and energy products such as electric power and natural gas in conjunction with our manufacturing processes.
Removed
Some of these assets may only be redeemed on a quarterly basis. As of December 31, 2023 and 2022, equity diversifying assets represented $77 million, or 13%, and $84 million, or 15%, of the Company's total plan assets, respectively.

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