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What changed in SEALED AIR CORP/DE's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SEALED AIR CORP/DE's 2024 and 2025 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 2025 report.

+400 added−372 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-26)

Top changes in SEALED AIR CORP/DE's 2025 10-K

400 paragraphs added · 372 removed · 314 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

51 edited+8 added−3 removed31 unchanged
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.
Biggest changeWe had approximately 5,200 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, 2025. Many of the covered employees are represented by works councils or industrial boards, as is customary in the jurisdictions in which they are employed.
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 portfolio of solutions includes leading brands such as CRYOVAC ® brand food packaging, SEALED AIR ® brand protective packaging, LIQUIBOX ® brand liquids systems, 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 portfolio of leading packaging solutions includes CRYOVAC ® brand food packaging, LIQUIBOX ® brand liquids systems, SEALED AIR ® brand protective packaging, AUTOBAG ® brand automated systems and BUBBLE WRAP ® brand packaging. Our iconic brands represent long-tenured leadership in the packaging industry and are propelling us forward into the future.
Our portfolio of leading packaging solutions includes CRYOVAC ® brand food packaging, SEALED AIR ® brand protective packaging, LIQUIBOX ® brand liquids systems, AUTOBAG ® brand automated systems, and BUBBLE WRAP ® brand packaging. Our iconic brands represent long-tenured leadership in the packaging industry and are propelling us forward into the future.
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.
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, poultry, smoked and processed meats, seafood, fluids and liquids, cheese, and other food markets worldwide.
Food solutions are well aligned to capitalize on global market dynamics driven by increasing labor scarcity and automation, continued urbanization, growth in ship-to-home food services, growing consumer preference for smaller portions and healthier food choices, and demand for more sustainable, secure packaging.
Food solutions are well aligned to capitalize on global market dynamics driven by increasing labor scarcity and automation, continued urbanization, growth in ship-to-home food services, growing consumer preference for smaller portions and healthier food choices, and demand for more sustainable and secure packaging.
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.
Item 1. Business The Company: Sealed Air Overview 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.
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.
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.
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 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.
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.
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.
Certain U.S. states have passed laws regulating the use of per- and polyfluoroalkyl substances (PFAS) in food packaging materials. In addition, the EU, Australia and Canada have either passed laws or expressed intent to regulate PFAS in packaging materials.
Certain U.S. states have passed laws regulating the use of per- and polyfluoroalkyl substances (“PFAS”) in food packaging materials. In addition, the EU, Australia and Canada have either passed laws or expressed intent to regulate PFAS in packaging materials.
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Environmental Matters.” Available Information Our Internet address is www.sealedair.com.
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Environmental Matters.” 8 Available Information Our Internet address is www.sealedair.com.
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
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. 9
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.
Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion of our 2025 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.
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.
To the best of our knowledge, we are in compliance with all current global regulations regarding the use of PFAS in packaging materials. 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.
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.
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 legislation that impose taxes on plastic packaging materials, which apply to some of our materials or products.
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.
Product returns from our distributors in 2025 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 2025. There are other manufacturers of products similar to those produced by Protective.
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.
No single customer or affiliated group of customers represented more than 10% of segment revenue in 2025. 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 the European Union ("EU"), we have registered manufacturing plants and production lines as required by relevant regulation for manufacturing products that incorporate recycled content. We maintain programs designed to comply with these laws and regulations and to monitor their evolution.
In the European Union (“EU”), we have registered manufacturing plants and production lines as required by relevant regulation for manufacturing products that incorporate recycled content. We maintain programs designed to comply with these laws and regulations and to monitor their evolution.
For food industries we provide packaging materials, automated equipment, and services that extend shelf life, ensure safety, and enhance brand image and shelf impact, while driving operational excellence by eliminating waste, increasing processing speeds and reducing customers’ labor dependency.
For food industries, we provide packaging materials, automated equipment, and services that extend shelf life, ensure safety, and enhance brand image and shelf impact, while driving operational excellence by minimizing waste, increasing processing speeds, and reducing customers’ labor dependency.
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.
Our customer base is diverse, with no single customer or affiliated group of customers representing more than 10% of net sales in 2025, 2024, or 2023. 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 2024, approximately 45% 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 2025, approximately 60% of our Protective sales were sold through distributors. We generally do not impose annual minimum purchase volume requirements on our distributors.
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.
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.
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.
Intellectual Property We are the owner or licensee of approximately 2,320 U.S. and foreign patents and patent applications, and approximately 2,168 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.
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.
In addition, the EU has adopted 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.
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.
In 2025, we generated net sales of $5.4 billion, net earnings from continuing operations of $441 million, and net cash provided by operating activities of $628 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.
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.
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 119 countries/territories. In 2025, 49% of net sales were from outside the U.S.
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.
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 content derived from recycled or renewable materials across our portfolio. Sustainability with our operations.
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.
Sealed Air’s business strategy is focused on creating long-term, value-added partnerships with customers to advance automated packaging solutions, leveraging industry-leading expertise in materials, automation systems, sustainability, science, technologies, and engineering. Our strategy is enabled by our balanced capital allocation approach and by our drive to increase efficiency and maximize productivity throughout our operations.
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.
As of December 31, 2025, our employee population was approximately 16,100 people. The largest component of Sealed Air’s workforce is approximately 10,900 direct manufacturing employees in our manufacturing facilities.
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.
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 have policies and standards in place which guide the Company in environmental, health and safety.
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.
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.
However, the extent and timing of our results of operations may be difficult to predict if significant one-time transactions, events or non-recurring charges were to impact our business. Additionally, changes in end-consumer behavior have in the past impacted the timing and seasonality of results of operations.
However, the extent and timing of our results of operations may be difficult to predict if significant one-time transactions, events or non-recurring charges were to impact our business.
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.
Innovation, Research and Development Our innovation, research and development capabilities encompass a broad range of disciplines including food science, sustainability and materials science, chemical, mechanical, electrical and software engineering, microbiology, digital applications development, digital printing, and packaging automation equipment design and engineering.
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.
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. We are committed to building an inclusive workplace and culture across the globe.
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.
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.
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.
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.
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.
Within our own operations, we are focused on driving increased efficiency and maximizing productivity, and continuous improvement in measuring and managing greenhouse gas emissions (“GHG”), energy, water, resource use, and manufacturing waste. Human Capital Overview Our people lead the development and execution of our business strategy, drive outcomes, and actively contribute to realizing our purpose.
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.
These solutions are designed to optimize efficiencies, protect and extend the shelf life of food, and decrease product damage during transport. In addition, we collaborate 4 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.
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.
Our consolidated results of operations were slightly higher in the second half of the year partially driven by lower tax expense primarily due to favorable resolution of historical U.S. tax matters, partially offset by higher restructuring and other associated costs.
Protective solutions are marketed under SEALED AIR ® brand, BUBBLE WRAP ® brand, AUTOBAG ® brand and other highly recognized trade names and product families including BUBBLE WRAP ® brand inflatable packaging, SEALED AIR ® brand performance shrink films, AUTOBAG ® brand bagging systems, Instapak ® polyurethane foam packaging solutions and Korrvu ® suspension and retention packaging.
Our product breadth, combined with our global scale and reach helps support our customers' needs for sustainability, performance excellence, consistency, and reliability of supply wherever they operate around the world. 6 Protective solutions are marketed under SEALED AIR ® brand, BUBBLE WRAP ® brand, AUTOBAG ® brand and other highly recognized trade names and product families including BUBBLE WRAP ® brand inflatable packaging, SEALED AIR ® brand performance shrink films, AUTOBAG ® brand bagging systems, Instapak ® polyurethane foam packaging solutions, and Korrvu ® suspension and retention packaging.
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.
The policies and standards outline the principles and expectations for occupational health and safety and environmental compliance across the organization. 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 United Kingdom (“UK”), the EU, and Canada.
With automated equipment, high-performance materials, and services, our solutions are designed to increase our customers' packaging velocity, minimize packaging waste, reduce labor dependencies and address dimensional weight challenges. Our product breadth combined with our global scale and reach helps support our customers' needs for sustainability, performance excellence, consistency and reliability of supply wherever they operate around the world.
With automated equipment, high-performance materials, and services, our solutions are designed to increase our customers' packaging velocity, minimize packaging waste, reduce labor dependencies, and address dimensional weight challenges.
Competitive Strengths Our growth strategy leverages our competitive strengths in high-performance packaging solutions, well-established customer relationships, iconic brands, and global scale and market access. High-performance Packaging Solutions.
Upon consummation of the Merger, we will cease to be a publicly traded company, and our common stock will be delisted from the New York Stock Exchange. Competitive Strengths Our growth strategy leverages our competitive strengths in high-performance packaging solutions, well-established customer relationships, iconic brands, and global scale and market access. High-performance Packaging Solutions.
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.
As of December 31, 2025, we had approximately 6,200 employees in the U.S. and approximately 9,900 employees outside the U.S. Our workforce is relatively stable and does not experience significant seasonal fluctuations.
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”).
Reporting is elevated to the regional leadership and global executive level monthly, and includes corrective actions, procedures, and responsibilities. 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”).
In 2024, we experienced slightly higher net sales in the second half of the year as compared to the first half.
Additionally, changes in end-consumer behavior have in the past impacted the timing and seasonality of results of operations. 7 In 2025, we experienced slightly higher net sales in the second half of the year as compared to the first half.
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.
Sustainability Sustainable business practices are embedded in our strategy and integral to how we operate, support our customers, and grow. Sustainable attributes of/in solutions for our customers. We design, manufacture, and deliver solutions for our customers that combine a range of technically advanced materials and equipment offerings.
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.
Our research and development expense was $82 million in 2025, $93 million in 2024, and $97 million in 2023. We are looking to leverage the voice of our customers and market insights to accelerate the development of packaging solutions that meet our rapidly evolving end market needs.
Sealed Air did not experience any significant union-related work stoppages during 2024 and believe we have satisfactory labor relations with our employees.
The collective bargaining agreements covering approximately 31% of such employees will expire during 2026, and we will be engaged in negotiations to attain new agreements, which is consistent with prior years. Sealed Air did not experience any significant union-related work stoppages during 2025 and we believe we have satisfactory labor relations with our employees.
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.
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. Raw Materials and Purchasing Suppliers provide raw materials, packaging components, contract manufactured goods, equipment, and other direct materials, such as inks, films, and paper.
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.
The Company has a structured and formal process in place for managing, tracking, and reporting health and safety incidents and overall performance, including conducting incident analysis meetings with leadership. Facility, regional, global, and executive levels have the governance and management responsibilities over health and safety.
Removed
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.
Added
Pending Merger On November 16, 2025, the Company entered into a definitive merger agreement (the “Merger Agreement”) with Sword Purchaser, LLC, a Delaware limited liability company (“Parent”) that is affiliated with CD&R, a private investment firm with experience in the industrial and packaging sectors, and Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Removed
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.
Added
Under the terms of the Merger Agreement, CD&R will acquire the Company for a total purchase price of $10.3 billion, to be paid in cash.
Removed
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.
Added
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company that is issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company’s common stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held in treasury of the Company (which will be automatically canceled at the Effective Time for no consideration), and (ii) shares of Company’s common stock as to which statutory rights of appraisal have been properly exercised under Delaware law), will be automatically converted into the right to receive cash in an amount equal to $42.15 in cash without interest.
Added
Closing of the Merger is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Merger Agreement, including (i) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (early termination of which was received on December 23, 2025), and approvals under certain other antitrust laws, foreign investment laws and other applicable laws as agreed between the parties; (ii) the absence of any applicable law, order, judgment, decree, injunction or ruling prohibiting the consummation of the Merger; (iii) the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, in each case, subject to certain customary materiality qualifications set forth in the Merger Agreement; (iv) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred; and (v) the receipt of closing certificates certifying that the applicable closing conditions have been satisfied. 3 The transaction, which was unanimously approved by the Company’s Board of Directors and was adopted by Sealed Air's stockholders at a special meeting on February 25, 2026, is currently expected to close in mid-2026, subject to regulatory clearances and the satisfaction of other customary closing conditions.
Added
Sealed Air offers employees career development and learning opportunities around fostering continuous innovation and growth. The Company’s investments in talent and skills development include providing programs to equip employees with the skillsets and knowledge to succeed, as well as opportunities to transfer to other functions or regions and advance in their professional 5 careers.
Added
Educational programs are offered across a range of competencies to improve performance and further develop skills to be an effective manager. Environment, Health and Safety Sealed Air prioritizes safety and actively manages operations to uphold a safe and healthy work environment across all of our global sites.
Added
We are committed to minimizing negative impacts on the environment resulting from our operations and ensuring full compliance with environmental regulations. These commitments are embedded in every aspect of our operations and supply chain through the integration of comprehensive Environmental, Health and Safety (“EHS”) programs. Sealed Air operates an EHS management system that demonstrates a strong commitment to operational excellence.
Added
A focus on materials that are compliant with regulatory requirements and meet customer needs and automation and equipment offerings will continue to define the direction of the competitive landscape into the future for both segments.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

41 edited+30 added−8 removed138 unchanged
Biggest changeAs 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.
Biggest changeOur 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.
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.
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; 13 • 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.
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.
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.
Such legislation, as well as voluntary initiatives, aimed at reducing the level of plastic wastes could, among other things, reduce the demand for certain plastic packaging products, force the adoption of alternative materials, limit the availability of certain raw materials, and result in greater costs for manufacturers of plastic packaging products.
Such legislation, as well as voluntary initiatives, aimed at reducing the level of plastic wastes could, among other things, reduce the demand for certain plastic packaging products, force the 18 adoption of alternative materials, limit the availability of certain raw materials, and result in greater costs for manufacturers of plastic packaging products.
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.
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 14 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.
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.
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. 21 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.
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.
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. 12 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.
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.
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. 23 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. 12 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. 15 We manufacture and sell food packaging products, among other products.
In addition, geopolitical tensions and instability may heighten our risk of cybersecurity incidents. To mitigate these threats to our business, we maintain a cybersecurity program aligned with industry frameworks designed to protect, detect, and respond to internal and external threats. For additional discussion of our cybersecurity risk management, strategy, and governance, see Part I, Item 1C., "Cybersecurity," below.
In addition, geopolitical tensions and instability may heighten our risk of cybersecurity incidents. To mitigate these threats to our business, we maintain a cybersecurity program aligned with industry frameworks designed to protect, detect, and respond to internal and external threats. For additional discussion of our cybersecurity risk management, strategy, and governance, see Part I, Item 1C., “Cybersecurity,” below.
If market conditions change, resulting in us overestimating or underestimating demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could materially and adversely affect our business, financial condition and results of operation.
If market conditions change, resulting in us overestimating or underestimating demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could materially and adversely affect our business, financial condition and results of operations.
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 regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our tax accruals. 20 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.
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.
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 119 countries/territories around the world.
To the best of our knowledge, we are in compliance with all current global regulations regarding the use of PFAS. If the regulations extend to non-food products, there may be risks (such as additional costs) associated with the manufacture and use of those products.
To the best of our knowledge, we are in compliance with all current global regulations regarding the use of PFAS in food packaging materials. If the regulations extend to non-food products, there may be risks (such as additional costs) associated with the manufacture and use of those products.
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.
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 imposition of tariffs by the U.S. 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.
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.
Financial Risks Fluctuations between foreign currencies and the U.S. dollar could materially impact our consolidated financial condition or results of operations. Approximately 49% of our net sales in 2025 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.
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.
A large portion of our manufacturing operations are located outside of the U.S., and in 2025, 49% 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.
We have recognized foreign exchange losses related to the currency devaluations in Argentina and its designation as a highly inflationary economy under U.S. GAAP. See Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” for additional information.
We have recognized foreign exchange losses related to the currency devaluations in Argentina and its designation as a highly inflationary economy. See Note 2, “Summary of Significant Accounting Policies and Recently Adopted and Issued Accounting Standards,” for additional information.
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.
As of December 31, 2025, we had $372 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 $0.5 million increase or decrease in annual interest expense.
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.
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, such as the COVID-19 pandemic, or other health events and adverse impacts to staffing levels in our operations.
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.
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.
For the year ended December 31, 2024, approximately 1% of our consolidated net sales were derived from products sold in Russia.
For the year ended December 31, 2025, approximately 2% of our consolidated net sales were derived from products sold in Russia.
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.
Such legislation includes design requirements for recyclability and source reduction of plastic, 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 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 users and manufacturers.
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.
While we have experienced, and expect to continue to experience, cyber attacks on 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, 2025.
The extent to which our operations may be impacted in the future by health epidemics, pandemics and other outbreaks, including the COVID-19 pandemic, will depend largely on continued developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak, including new variants of the virus, and actions by government authorities to contain the outbreak or treat its impact, including the effectiveness and distribution of vaccines.
The extent to which our operations may be impacted in the future by health epidemics, pandemics and other outbreaks is highly uncertain and cannot be accurately predicted, and will depend largely on the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact, including the effectiveness and distribution of vaccines.
These assumptions may turn out to be incorrect due to a variety of factors. In addition, our ability to realize and sustain the expected benefits from these programs is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
In addition, our ability to realize and sustain the expected benefits from these programs is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
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, have had and may in the future have adverse impact on the global economy and our business.
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.
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.
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.
We are dependent on internal and third-party information technology networks and systems, including the Internet, to process, transmit and store electronic information. In particular, we depend on our information technology infrastructure for fulfilling and invoicing customer orders, applying cash receipts, placing purchase orders with suppliers, making cash disbursements, conducting marketing activities, data processing, and electronic communications among business locations.
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.
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.
Future changes in global trade policies and regulations, including tariffs on products we import and export, may introduce uncertainty in the market and could affect the demand for our products. In February 2025, the U.S. imposed additional tariffs on imports from China and announced and then subsequently delayed imposing additional tariffs on imports from Mexico and Canada.
Future changes in global trade policies and regulations, including tariffs on products we import and export, may introduce uncertainty in the market and could affect the demand for our products. During fiscal year 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials.
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.
Strategic Risks We may be unable to successfully execute on our growth initiatives, business strategies or operating plans. 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.
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.
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.
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.
We have established valuation allowances to reduce the deferred tax assets to an amount that is more likely than not to be realized.
Future system disruptions, security breaches or shutdowns could significantly disrupt our operations or result in lost or misappropriated information and may have a material adverse effect on our business, consolidated financial condition, results of operations or cash flows.
Future system disruptions, security breaches or shutdowns could significantly disrupt our operations or result in lost or misappropriated information and may have a material adverse effect on our business, consolidated financial condition, results of operations or cash flows. 17 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.
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.
Additionally, future trade policies and regulations are due in part to international relations and other geopolitical factors outside of our control.
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.
As countries progress towards long-term environmental stewardship goals, we expect laws and tax policy to continue to advance in this regard. 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.
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. 16 If we are unable to successfully manage leadership transition, our consolidated financial condition or results of operations may be adversely affected, or we may not be able to execute our strategies.
Our operations are subject to a variety of environmental and other laws that expose us to regulatory scrutiny, potential financial liability and increased operating costs.
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. 19 Our operations are subject to a variety of environmental and other laws that expose us to regulatory scrutiny, potential financial liability, and increased operating costs.
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.
We could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses.
The execution and success of our business plan and strategy depends largely on the efforts and abilities of our management team.
Leadership transitions can be inherently difficult to manage, and failure to timely or successfully implement transitions may cause disruption to our Company. The execution and success of our business plan and strategy depends largely on the efforts and abilities of our management team.
Removed
We have made certain assumptions in estimating the anticipated savings we expect to achieve under such programs, which include the estimated savings from the elimination of certain headcount and the consolidation of facilities. We have also made assumptions on the expected cash spend to achieve the anticipated savings.
Added
Pending Merger Risks The Merger may not be completed on the terms or timeline currently contemplated, or at all, and failure to complete the Merger may result in adverse effects on our business, financial condition, results of operations, and stock price. On November 16, 2025, we entered into the Merger Agreement with Parent and Merger Sub.
Removed
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.
Added
Closing of the Merger is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Merger Agreement, including (i) the receipt of the affirmative vote to adopt the Merger Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (obtained at a special meeting of Sealed Air’s stockholders on February 25, 2026); (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (early termination of which was received on December 23, 2025), and approvals under certain other antitrust laws, foreign investment laws and other applicable laws as agreed between the parties; (iii) the absence of any applicable law, order, judgment, decree, injunction or ruling prohibiting the consummation of the Merger; (iv) the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, in each case, subject to certain customary materiality qualifications set forth in the Merger Agreement; (v) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred; and (vi) the receipt of closing certificates certifying that the applicable closing conditions have been satisfied.
Removed
If we are unable to successfully manage leadership transition, our consolidated financial condition or results of operations may be adversely affected, or we may not be able to execute our strategies. Leadership transitions can be inherently difficult to manage, and failure to timely or successfully implement transitions may cause disruption to our Company.
Added
We have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Many of the fees and costs will be payable by us even if the Merger is not completed.
Removed
We are dependent on internal and third-party information technology networks and systems, including the Internet, to process, transmit and store electronic information.
Added
There is no assurance that the remaining conditions to closing the Merger will be satisfied before the End Date (as defined in the Merger Agreement) or at all, or that the Merger will be completed on the proposed terms, within the expected timeframe, or at all.
Removed
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.
Added
The Merger may be delayed, and may ultimately not be completed, due to a number of factors, including: • the failure to obtain remaining regulatory approvals, clearances, or conditions that are or may become applicable to the Merger before the End Date or at all; • the failure by Parent and Merger Sub to obtain the Debt Financing (as defined in the Merger Agreement) on the terms set forth in the Debt Commitment Letter (as defined in the Merger Agreement), or any difficulties of Parent in obtaining any necessary financing for the Merger, including as a result of uncertainty or adverse developments in the credit and capital markets or otherwise; and • the failure of any other remaining closing conditions to be satisfied on the expected timeframe or at all, including the possibility that a Company Material Adverse Effect would permit Parent not to close the Merger.
Removed
As countries progress towards long-term environmental stewardship goals, we expect laws and tax policy to continue to advance in this regard. We have established processes and internal goals related to operating efficiency in matters such as greenhouse gas emissions, energy usage and water consumption.
Added
If the Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, results of operations, and stock price, and our stockholders would be exposed to additional risks, including: • to the extent the current market price of our stock reflects an assumption that the Merger will be completed, the market price of our common stock could decrease if the Merger is not completed; • investor confidence in us could decline and stockholder litigation could be brought against us; • the Merger and its announcement could have an adverse effect on our ability to retain customers and maintain relationships with customers, suppliers, stockholders and other business counterparties, including with respect to concerns about possible changes to our platform, product and services or policies, and on our operating results and business generally; 10 • the risks related to the diversion of attention of our management or employees from the day-to-day business of the Company to the consummation of the Merger, the uncertainty our employees may have about their roles upon consummation of the Merger, and the ability for us to attract and retain key talent, including senior leaders, during the pendency of the Merger to the same extent that we have previously been able to attract and retain employees prior to the announcement of the Merger; and • the requirement that we pay Parent a termination fee of $205.1 million under certain circumstances that give rise to the termination of the Merger Agreement.
Removed
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").
Added
There can be no assurance that our business, relationships with other parties, liquidity or our financial condition will not be adversely affected, as compared to our business, relationships, liquidity and financial condition prior to the announcement of the Merger, if the Merger is not consummated.
Removed
Certain countries have enacted or are expected to enact legislation incorporating Pillar Two with effect from 2024 and widespread adoption of Pillar Two expected by the end of 2025.
Added
Even if successfully completed, there are certain risks to our stockholders from the Merger, including: • we may experience a departure of employees prior to the closing of the Merger; • the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections related to, our common stock; • receipt of the all-cash per share merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and • if the Merger is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent, publicly traded company.
Added
While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business.
Added
During the period from the announcement of the Merger to prior to the closing of the Merger and pursuant to the terms of the Merger Agreement, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including: • potential uncertainty in the marketplace, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us; • the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Merger, and other restrictions on our ability to conduct our business; • our inability to freely issue securities, incur certain indebtedness, declare or authorize certain dividends or distributions, or make certain material capital expenditures without Parent’s approval; • our inability to solicit other acquisition proposals during the pendency of the Merger under the terms of the Merger Agreement following the expiration of the “go-shop” period on December 16, 2025; • the amount of the costs, fees, expenses, and charges related to the Merger Agreement and the Merger, including but not limited to the cost of professional services, insurance, and any legal proceeding that may be instituted against us, which may materially and adversely affect our financial condition; and • other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.
Added
If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Merger is completed.
Added
Litigation has arisen in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management’s attention, and otherwise harm our business. Putative stockholder complaints, including stockholder class action complaints, and other complaints have been filed against us, our Board of Directors and others in connection with the Merger.
Added
Regardless of the outcome of the existing and any future litigation related to the Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business.
Added
The litigation costs and diversion of management’s attention and resources to address the claims and counterclaims in any litigation related to the Merger may adversely affect our business, results of operations, prospects, and financial condition. If the Merger is not consummated for any reason, litigation could be filed in 11 connection with the failure to consummate the Merger.
Added
Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers, and other business partners, or otherwise harm our operations and financial performance.
Added
Over time, we have implemented a number of restructuring programs, including various cost savings and reorganization initiatives. We have also made assumptions on the expected cash spend to achieve the anticipated savings. These assumptions may turn out to be incorrect due to a variety of factors.
Added
Our competitors may outpace and outspend us in incorporating new technologies, including AI, into their new product innovation, marketing and engagement with consumers and into their manufacturing, distribution and cost savings initiatives, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
Added
Our efforts to utilize new technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional legal and operational risks.
Added
If we incorporate AI into our business, the content, analyses, or recommendations generated by AI, if deficient, inaccurate, or biased, could adversely impact our business, consolidated financial condition, results of operations or liquidity, as well as our reputation. Moreover, ethical concerns associated with artificial intelligence or other new technologies could lead to brand damage, competitive disadvantages or legal repercussions.
Added
In addition, the rapid evolution and increased adoption of new technologies, including AI, and our obligations to comply with emerging laws and regulations may require additional compliance costs and require us to adopt technology-specific governance programs.
Added
Any problems with our implementation or use of technological advancements, including AI, could negatively impact our business, consolidated financial condition, results of operations or liquidity. Uncertain global economic conditions may have an adverse effect on our consolidated financial condition, results of operations, or cash flows.
Added
The regulatory environment surrounding cybersecurity and data privacy is increasingly demanding, with new and changing regulations.
Added
We also depend on telecommunication systems for communications between company personnel and our customers and suppliers.
Added
We review and consider strategic acquisitions from time to time.
Added
Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade. If additional retaliatory trade measures are enacted by affected countries, it could negatively impact global economic conditions and consumer confidence, which could negatively impact our business.
Added
Recent tax legislation and regulations, including provisions of the 2025 One Big Beautiful Bill Act (“OBBBA”), make significant changes to the U.S. tax regime and could materially impact how our earnings are taxed.
Added
In addition, the Organization for Economic Cooperation and Development (“OECD”) reached agreement with over 140 countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as the Pillar Two Inclusive Framework. Many jurisdictions continue to announce changes in their tax laws and regulations based on the Pillar Two Inclusive Framework.
Added
While we continue to evaluate the impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.
Added
Following the announcement of the CD&R acquisition on November 17, 2025, Standard & Poor's placed the Company on CreditWatch with negative implication and Moody's placed the Company's ratings under review for possible downgrade.
Added
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. 22 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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+2 added−2 removed9 unchanged
Biggest changeThe Company has a dedicated Chief Information Security Officer ("CISO") with overall responsibility for developing and implementing the global cyber strategy, risk management, and operational initiatives. The Company leverages recognized cybersecurity frameworks to organize, improve, and assess its cybersecurity program and to manage and reduce cybersecurity risk.
Biggest changeThe Company has established the role of Chief Information Security Officer (“CISO”) with overall responsibility for developing and implementing the global cyber strategy, risk management, and operational initiatives. The Company's former CISO departed at the end of 2025. An active search for a qualified replacement is in process.
We deploy, configure, and maintain numerous technologies to enforce security policies, detect and protect against cybersecurity threats, and help safeguard the Company’s information systems and assets. We operate a Security Operation Center ("SOC") to monitor cybersecurity threats, coordinate incident response resources, and reduce response times. Our internal SOC team is augmented by a third-party managed security services provider.
We deploy, configure, and maintain numerous technologies to enforce security policies, detect and protect against cybersecurity threats, and help safeguard the Company’s information systems and assets. We operate a Security Operation Center (“SOC”) to monitor cybersecurity threats, coordinate incident response resources, and reduce response times. Our internal SOC team is augmented by a third-party managed security services provider.
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.
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.
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 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.
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
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. 25
Our Chief Information Officer ("CIO") and CISO provide cybersecurity updates to the Audit Committee three times each year and the Board at least annually. These updates cover various topics, including information relating to cybersecurity strategy, program management, and performance trends.
Our CIO and CISO provide cybersecurity updates to the Audit Committee three times each year and the Board at least annually. These updates cover various topics, including information relating to cybersecurity strategy, program management, and performance trends.
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.
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 24 The Board of Directors has oversight responsibility for our risk management programs, including cybersecurity risk management.
The 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.
The CIO, who is responsible for global IT strategy and IT operations across the enterprise and a member of the executive leadership is temporarily managing the CISO's responsibility. 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.
In addition to this regular reporting, significant cybersecurity risks or threats may also be escalated on as needed basis to the Audit Committee and the Board of Directors. The Company’s management team is responsible for the day-to-day assessment and management of cybersecurity risks.
In addition to this regular reporting, significant cybersecurity risks or threats may also be escalated on as needed basis to the Audit Committee and the Board of Directors.
Removed
As mentioned above, a dedicated CISO leads the information security team and is responsible for the Company’s cybersecurity risk management and strategy.
Added
In the interim, the Chief Information Officer (“CIO”), a member of the executive leadership who has over 30 years of enterprise IT experience and to whom the CISO role has reported since 2019, is managing the CISO responsibilities. The Company leverages recognized cybersecurity frameworks to organize, improve, and assess its cybersecurity program and to manage and reduce cybersecurity risk.
Removed
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.
Added
The Company has established a role of CISO that is responsible for the Company’s cybersecurity risk management and strategy, as well as the supervision of our internal cybersecurity personnel and retained external cybersecurity consultants. As the Company's former CISO departed at the end of 2025, the Company is still in active search for a qualified replacement.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed2 unchanged
Biggest changeThe 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.
Biggest changeThe 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 51 24 32 Europe, Middle East and Africa (“EMEA”) 26 16 14 Asia, Australia and New Zealand (“APAC”) 28 10 22 Total 105 50 68 Other Property Information We own the large majority of our manufacturing facilities.
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
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. 26
Item 2. Properties We manufacture products in 102 facilities, with 15 of those facilities serving both of our reportable segments.
Item 2. Properties We manufacture products in 105 facilities, with 13 of those facilities serving both of our reportable segments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed5 unchanged
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.
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. 24
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

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+10 added−6 removed2 unchanged
Biggest changeShe 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.
Biggest changeJohnson served previously as Interim CFO, Chief Accounting Officer and Controller from February 2025 to August 2025 prior to returning to her current role as Chief Accounting Officer and Controller. 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.
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.
Semach was named President and Chief Executive Officer (“CEO”) in February 2025. Mr. Semach previously served as President and Chief Financial Officer from July 2024 to February 2025, Interim Co-President and Co-CEO, and Chief Financial Officer from October 2023 to June 2024. Mr.
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.
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, 2026, 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.
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.
Prior to joining the Company, Mr. Racki was General Manager of Food and Specialty North America with Trivium Packaging, a global provider of recyclable metal packaging in 2024. Mr. 29 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.
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.
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, 2026 First Elected to Current Position First Elected an Executive Officer Dustin J.
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.
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. Ms. Actis-Grande joined Sealed Air as Chief Financial Officer (“CFO”) in 2025.
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.
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. Ms. Holland joined Sealed Air as Vice President, General Counsel and Secretary in 2025.
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.
Semach President and Chief Executive Officer 44 2025 2023 Kristen Actis-Grande Chief Financial Officer 44 2025 2025 Russell K. Grissett President, Food 56 2025 2025 Byron J. Racki President, Protective 48 2024 2024 Stefanie M. Holland Vice President, General Counsel and Secretary 51 2025 2025 Veronika M. Johnson Chief Accounting Officer and Controller 43 2023 2023 Mr.
Removed
Chammas 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.
Added
Prior to joining the Company, Ms. Actis-Grande served as Executive Vice President and CFO of MSC Industrial Direct Co., Inc., a North American distributor of metalworking and maintenance, repair and operations products and services from August 2020 to August 2025. Prior to joining MSC, Ms.
Removed
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.
Added
Actis-Grande held various positions of increasing responsibility during her 17-year career at Trane Technologies plc (formerly known as Ingersoll-Rand plc) and Ingersoll Rand Inc.
Removed
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.
Added
(formerly known as Gardner Denver Holdings, Inc.; formed following Gardner Denver Holdings, Inc.'s acquisition of Ingersoll-Rand plc’s Industrial segment in February 2020), including serving as Vice President of Investor Relations and Financial Planning & Analysis at Ingersoll Rand Inc. from June 2020 to August 2020, Vice President of Finance, Industrial Technologies and Services EMEIA at Ingersoll Rand Inc. from February 2020 to June 2020, Vice President of Finance, Compression Technologies and Services at Ingersoll-Rand plc from August 2018 to February 2020, as Vice President of Finance, Residential HVAC and Supply at Ingersoll-Rand plc from May 2016 to August 2018, and as Director of Selling Finance and Business Initiatives, Residential HVAC and Supply at Ingersoll-Rand plc from April 2014 to May 2016.
Removed
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.
Added
Mr. Grissett joined Sealed Air as President of Food in 2025. Prior to joining the Company, Mr. Grissett served as President and CEO of Toppan Packaging Americas, a division of Toppan Holdings Inc., from April 2025 to November 2025, following Toppan Holdings Inc. acquisition of Sonoco Products Company’s Thermoformed and Flexibles Packaging businesses. Prior to the acquisition, Mr.
Removed
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.
Added
Grissett held various roles and spent over thirty years at Sonoco Products Company, as President of Global Thermoformed and Flexibles Packing from January 2024 to April 2025, President of Global Flexibles from April 2022 to January 2024 and Division Vice President and General Manager Flexibles from April 2019 to April 2022. Earlier in his career at Sonoco, Mr.
Removed
Ms. Johnson is a Certified Public Accountant. 27 PART II
Added
Grissett held various leadership positions and multiple roles with increasing responsibility during his tenure from 1996 to 2022, including Division Vice President and General Manager Protective Solutions from May 2017 to April 2019 and Division Vice President and General Manager ThermoSafe from January 2013 to May 2017. Mr. Racki joined Sealed Air as President of Protective in 2024.
Added
Prior to joining the Company, Ms. Holland served as Vice President, Deputy General Counsel, Corporate and Assistant Secretary of Albemarle Corporation, a specialty chemicals manufacturer from 2019 to 2025 and as an Assistant General Counsel for SPX Corporation from 2015 to 2019. Prior to joining SPX Corporation, Ms.
Added
Holland served as an Assistant General Counsel for Harsco Corporation, a provider of industrial services and engineered products, and as the Global Legal Business Partner for the Harsco Infrastructure segment from 2012 to 2015 and has provided counsel since 2006, both as an in-house and law firm attorney on a range of legal, corporate, risk, regulatory, commercial, and ethics and compliance matters.
Added
Ms. Holland is licensed to practice law in the state of Ohio. Ms. Johnson was appointed as Chief Accounting Officer and Controller in 2023. She was appointed as an executive officer of the Company in 2023. Ms.
Added
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. Johnson is a Certified Public Accountant. 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−0 removed2 unchanged
Biggest changeCompared 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.
Biggest changeCompared to the 2024 Peer Group, we removed Berry Global Group, Inc., Dover Corporation, Fortive Corporation, and Reynolds Consumer Products Inc. and we added H.B Fuller Company to better align the Peer Group with Sealed Air's revenue and market capitalization profile.
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.
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.
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.
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, 2025, 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, 2025 $ 536,509,713 October 1, 2025 through October 31, 2025 — $ — — 536,509,713 November 1, 2025 through November 30, 2025 — $ — — 536,509,713 December 1, 2025 through December 31, 2025 — $ — — 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, 2024, 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, 2025, 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. 30 Item 6. [Reserved] 31
From time to time we may 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 the Merger Agreement and applicable regulatory requirements. 33 Item 6. [Reserved] 34
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.
Common Stock Performance Comparisons The following graph shows, for the five years ended December 31, 2025, the cumulative total return on an investment of $100 assumed to have been made on December 31, 2020 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 18, 2025, there were approximately 2,524 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 23, 2026, there were approximately 2,353 holders of record of our common stock.
The 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 includes Sealed Air and the following companies: AptarGroup, Inc.; Ashland Global Holdings Inc.; Avery Dennison Corporation; Avient Corporation; Axalta Coating Systems Ltd.; Ball Corporation; Crown Holdings, Inc.; Graphic Packaging Holding Company; Grief, Inc.; H.B Fuller Company; Minerals Technologies, Inc.; O-I Glass, Inc.; Packaging Corporation of America; Silgan Holdings Inc.; and Sonoco Products Company.

Item 7. Management's Discussion & Analysis

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

171 edited+35 added−39 removed94 unchanged
Biggest changeInterest expense, net for the years ended December 31, 2024, 2023 and 2022 was as follows: Year Ended December 31, Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Interest expense on our various debt instruments: Term Loan A due August 2022 $ — $ — $ 1.4 $ — $ (1.4) Term Loan A due July 2023 — — 0.2 — (0.2) Term Loan A due March 2027 (1) 34.8 33.4 13.8 1.4 19.6 Term Loan A2 due March 2027 (2) 36.9 44.7 — (7.8) 44.7 Revolving credit facility due July 2023 — — 0.3 — (0.3) Revolving credit facility due March 2027 (1) 1.0 8.4 0.7 (7.4) 7.7 5.250% Senior Notes due April 2023 (3) — — 6.9 — (6.9) 4.500% Senior Notes due September 2023 (4) — 1.7 19.6 (1.7) (17.9) 5.125% Senior Notes due December 2024 (5) — 20.0 22.5 (20.0) (2.5) 5.500% Senior Notes due September 2025 (6) 11.1 22.5 22.4 (11.4) 0.1 1.573% Senior Secured Notes due October 2026 10.5 10.5 10.5 — — 4.000% Senior Notes due December 2027 17.6 17.6 17.5 — 0.1 6.125% Senior Notes due February 2028 (4) 49.7 45.5 — 4.2 45.5 5.000% Senior Notes due April 2029 (3) 21.8 21.8 15.2 — 6.6 7.250% Senior Notes due February 2031 (5) 31.3 3.6 — 27.7 3.6 6.500% Senior Notes due July 2032 (6) 13.4 — — 13.4 — 6.875% Senior Notes due July 2033 31.2 31.2 31.2 — — Other interest expense (7) 41.3 29.7 16.2 11.6 13.5 Less: capitalized interest (12.6) (13.1) (8.9) 0.5 (4.2) Less: interest income (40.4) (14.5) (7.2) (25.9) (7.3) Total $ 247.6 $ 263.0 $ 162.3 $ (15.4) $ 100.7 (1) On March 25, 2022, the Company and certain of its subsidiaries entered into the Fourth Amended and Restated Credit Agreement with Bank of America, N.A., as agent, and the other financial institutions party thereto, which extended the maturity of the Term Loan A facilities and revolving credit commitment to March 2027.
Biggest changeInterest expense, net for the years ended December 31, 2025, 2024, and 2023 was as follows: Year Ended December 31, Change (In millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Interest expense on our various debt instruments: Term Loan A due March 2027 (4) 23.7 34.8 33.4 (11.1) 1.4 Term Loan A2 due March 2027 4.7 36.9 44.7 (32.2) (7.8) Term Loan A due October 2030 (4) 4.3 — — 4.3 — Revolving credit facility due March 2027 6.3 1.0 8.4 5.3 (7.4) 4.500% Senior Notes due September 2023 (1) — — 1.7 — (1.7) 5.125% Senior Notes due December 2024 (2) — — 20.0 — (20.0) 5.500% Senior Notes due September 2025 (3) — 11.1 22.5 (11.1) (11.4) 1.573% Senior Secured Notes due October 2026 10.5 10.5 10.5 — — 4.000% Senior Notes due December 2027 17.6 17.6 17.6 — — 6.125% Senior Notes due February 2028 (1) 49.9 49.7 45.5 0.2 4.2 5.000% Senior Notes due April 2029 21.8 21.8 21.8 — — 7.250% Senior Notes due February 2031 (2) 31.3 31.3 3.6 — 27.7 6.500% Senior Notes due July 2032 (3) 26.4 13.4 — 13.0 13.4 6.875% Senior Notes due July 2033 31.2 31.2 31.2 — — Other interest expense (5) 47.1 41.3 29.7 5.8 11.6 Less: capitalized interest (9.9) (12.6) (13.1) 2.7 0.5 Less: interest income (46.0) (40.4) (14.5) (5.6) (25.9) Total $ 218.9 $ 247.6 $ 263.0 $ (28.7) $ (15.4) (1) On January 31, 2023, the Company issued $775 million of 6.125% senior notes due February 2028.
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. The Company’s Food and Protective segments are considered reportable segments under FASB ASC Topic 280.
Our portfolio of solutions includes leading brands such as CRYOVAC ® brand food packaging, SEALED AIR ® brand protective packaging, LIQUIBOX ® brand liquids systems, AUTOBAG ® brand automated packaging systems, and BUBBLE WRAP ® brand packaging. The Company’s Food and Protective segments are considered reportable segments under FASB ASC Topic 280.
Adjusted EBITDA by Segment The Company evaluates performance of the reportable segments based on the results of each segment. One of the performance metrics used by the Company's chief operating decision maker to evaluate performance of our reportable segments is non-GAAP Segment Adjusted EBITDA.
Adjusted EBITDA by Segment The Company evaluates performance of the reportable segments based on the results of each segment. One of the performance metrics used by the Company's chief operating decision maker to evaluate the performance of our reportable segments is non-GAAP Segment Adjusted EBITDA.
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.
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 60 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.
Our senior secured credit facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum leverage ratio of debt to EBITDA.
Our senior secured credit facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, 35 transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum leverage ratio of debt to EBITDA.
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.
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.
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.
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.
We recorded no impairment to indefinite-lived assets in the current year. Goodwill Goodwill is reviewed for possible impairment at least annually on a reporting unit level during the fourth quarter of each year.
We recorded no impairment to indefinite-lived assets in the current year. 58 Goodwill Goodwill is reviewed for possible impairment at least annually on a reporting unit level during the fourth quarter of each year.
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.
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.
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.
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 categorized as Special Items.
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.
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 Adopted and 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.
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.
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, 2025, we were party to foreign currency forward contracts, which did not have a significant impact on our liquidity.
On a constant dollar basis, net sales increased $91 million, or 3%, in 2024 compared with 2023 primarily due to the following: • higher volumes of $137 million, with increases in all regions due to strength in end-market demand and competitive share gains; and • $23 million related to the Liquibox acquisition from the additional month of contributions in 2024.
On a constant currency basis, net sales increased $91 million, or 3%, in 2024 compared with 2023 primarily due to the following: • higher volumes of $137 million, with increases in all regions due to strength in end-market demand and competitive share gains; and • $23 million related to the Liquibox acquisition from the additional month of contributions in 2024.
(2) See “Non-GAAP Information” for 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. 37 Foreign Currency Translation Impact on Consolidated Financial Results Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars.
(2) See “Non-GAAP Information” for 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. 40 Foreign Currency Translation Impact on Consolidated Financial Results Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars.
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.
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, 2025. Upon plan termination or full buy-out, the accumulated comprehensive loss would be recognized to Other expense, net within the Consolidated Statements of Operations.
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.
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, 2025 and the expected net periodic benefit cost for the year ending December 31, 2026: United States 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2025 projected benefit obligation $ (2.4) $ 2.5 Effect on 2026 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 2026 expected net periodic benefit cost $ (1.1) $ 1.1 International 25 Basis Point Increase (In millions) 25 Basis Point Decrease (In millions) Discount Rate Effect on 2025 projected benefit obligation $ (13.3) $ 14.2 Effect on 2026 expected net periodic benefit cost — — 100 Basis Point Increase (In millions) 100 Basis Point Decrea s e (In millions) Return on Assets Effect on 2026 expected net periodic benefit cost $ (4.6) $ 4.6 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.
We allocate and disclose depreciation and amortization expense to our segments, although depreciation and amortization are not included in Segment Adjusted EBITDA.
We allocate and disclose depreciation and amortization expense to our segments, although 48 depreciation and amortization are not included in Segment Adjusted EBITDA.
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.
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 $30 million are in the Company's subsidiaries in Russia and Ukraine.
A review of goodwill may be initiated before or after conducting the annual analysis if events or changes in circumstances indicate the carrying value of goodwill may no longer be recoverable. A reporting unit is the operating segment, or one level below the operating segment (a "component").
A review of goodwill may be initiated before or after conducting the annual analysis if events or changes in circumstances indicate the carrying value of goodwill may no longer be recoverable. A reporting unit is the operating segment, or one level below the operating segment (a “component”).
The Company performed a qualitative assessment of goodwill by reporting unit as of October 1, 2024. Based on our qualitative assessment, we believe it is more likely than not that the fair value of each of our reporting units sufficiently exceeds the carrying value.
The Company performed a qualitative assessment of goodwill by reporting unit as of October 1, 2025. Based on our qualitative assessment, we believe it is more likely than not that the fair value of each of our reporting units sufficiently exceeds the carrying value.
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.
If these programs had not been in effect for the year ended December 31, 2025, we would have been required to collect the invoice amounts directly from the relevant customers in accordance with the agreed payment terms.
Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” which is contained in the Notes to Consolidated Financial Statements, describes these new accounting standards and is incorporated herein by reference.
Note 2, “Summary of Significant Accounting Policies and Recently Adopted and Issued Accounting Standards,” 57 which is contained in the Notes to Consolidated Financial Statements, describes these new accounting standards and is incorporated herein by reference.
We generally do not impose annual minimum purchase volume requirements on our distributors. Product returns from our distributors in 2024 were not material. In 2024, 2023 or 2022, no customer or affiliated group of customers accounted for 10% or more of our consolidated net sales.
We generally do not impose annual minimum purchase volume requirements on our distributors. Product returns from our distributors in 2025 were not material. In 2025, 2024 and 2023, no customer or affiliated group of customers accounted for 10% or more of our consolidated net sales.
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.
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.
Outstanding Indebtedness At December 31, 2024 and 2023, our total debt outstanding and our non-GAAP net debt consisted of the amounts set forth in the following table.
Outstanding Indebtedness At December 31, 2025 and 2024, our total debt outstanding and our non-GAAP net debt consisted of the amounts set forth in the following table.
(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.
Gain (Loss) on Sale of Discontinued Operations, net of tax Gain (Loss) on sale of discontinued operations, net of tax for the years ended December 31, 2025, 2024, and 2023 were as follows: Year Ended December 31, (In millions) 2025 2024 2023 Gain (Loss) on sale of discontinued operations, net of tax $ 64.3 $ (4.8) $ 2.3 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.
We also facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.
We also facilitate voluntary supply chain financing programs to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.
Organic and Constant Dollar Measures In our “Net Sales by Geographic Region,” “Net Sales by Segment,” and in some of the discussions and tables that follow, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant dollar”, and we exclude acquisitions in the first year after closing, divestiture activity from the time of sale, and the impact of foreign currency translation when presenting net sales information, which we define as “organic.” Changes in net sales excluding the impact of foreign currency translation and/or acquisition and divestiture activity are non-GAAP financial measures.
Organic and Constant Currency Measures In our “Net Sales by Segment,” and in some of the discussions and tables that follow, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant currency”, and we exclude acquisitions in the first year after closing, divestiture activity from the time of sale, and the impact of foreign currency translation when presenting net sales information, which we define as “organic.” Changes in net sales excluding the impact of foreign currency translation and/or acquisition and divestiture activity are non-GAAP financial measures.
We evaluate unusual or special items on an 33 individual basis.
We evaluate unusual or special items on an individual basis.
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.
We are in the process of executing a full buy-out of the plan and now expect the transaction to be completed in 2026 or 2027. As of December 31, 2025, 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.
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.
Income Tax Payments We expect tax payments on our operations to be approximately $155 million in 2026. 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.
At December 31, 2024 and 2023, we had $8 million outstanding under various lines of credit extended to our subsidiaries. See Note 15, “Debt and Credit Facilities,” for further details.
At December 31, 2025 and 2024, we had $6 million and $8 million outstanding under various lines of credit extended to our subsidiaries. See Note 15, “Debt and Credit Facilities,” for further details.
Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations (including claims with respect to the use of PFAS in our products and manufacturing operations), and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated.
Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations (including claims relating to the alleged use of PFAS in our products and manufacturing processes), and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated.
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.
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 $225 million in 2026.
Below are the details of non-GAAP free cash flow for the years ended December 31, 2024, 2023 and 2022.
Below are the details of non-GAAP free cash flow for the years ended December 31, 2025, 2024, and 2023.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information in this MD&A should be read together with our Consolidated Financial Statements and related notes set forth in Part II, Item 8, as well as the discussion included in Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with our Consolidated Financial Statements and related notes set forth in Part II, Item 8, as well as the discussion included in Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K.
Our trade receivable securitization programs represent borrowings secured by outstanding customer receivables. Therefore, the use and repayment of borrowings under such programs are classified as financing activities in our Consolidated Statements of Cash Flows. We do not recognize the cash flow within operating activities until the underlying invoices have been paid by our customer.
Our European trade receivable securitization program represents borrowings secured by outstanding customer receivables. Therefore, the use and repayment of borrowings under such program are classified as financing activities in our Consolidated Statements of Cash Flows. We do not recognize the cash flow within operating activities until the underlying invoices have been paid by our customer.
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.
See Note 12, “Supply Chain Financing Programs,” 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.
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.
As of 2023, the Company includes, 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.
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 following is a discussion of the factors that contributed to the change in Segment Adjusted EBITDA for the year ended December 31, 2025, compared to 2024, and the year ended December 31, 2024, compared to 2023. Food 2025 compared with 2024 Segment Adjusted EBITDA increased $21 million in 2025 as compared to 2024.
On a constant dollar basis, net sales decreased $151 million, or 8%, in 2024 compared with 2023 primarily due to the following: • lower volumes of $102 million, with decreases in all regions, primarily in the Americas and EMEA regions, resulting from continued weakness in our industrial and fulfillment portfolios; and • unfavorable price of $49 million with decreases in all regions, primarily in the Americas and EMEA regions, driven by raw material cost deflation and pricing pressure. 2023 compared with 2022 As reported, net sales decreased $356 million, or 15%, in 2023 compared with 2022.
On a constant currency basis, net sales decreased $151 million, or 8%, in 2024 compared with 2023 primarily due to the following: • lower volumes of $102 million, with decreases in all regions, primarily in the Americas and EMEA regions, resulting from continued weakness in our industrial and fulfillment portfolios; and • unfavorable price of $49 million with decreases in all regions, primarily in the Americas and EMEA regions, driven by raw material cost deflation and pricing pressure.
See Note 15, “Debt and Credit Facilities,” for further details. Covenants At December 31, 2024, we were in compliance with our financial covenants and limitations, as discussed in “Covenants” within Note 15, “Debt and Credit Facilities,” which require us, among other things, to maintain a maximum leverage ratio of debt to EBITDA of 4.50 to 1.00.
Covenants At December 31, 2025, we were in compliance with our financial covenants and limitations, as discussed in “Covenants” within Note 15, “Debt and Credit Facilities,” which require us, among other things, to maintain a maximum leverage ratio of debt to EBITDA of 4.50 to 1.00.
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.
The measurement date used to determine the benefit obligation and plan assets is December 31. At December 31, 2025, the total projected benefit obligation for our U.S. pension plan was $126 million, and the total benefit cost for the year ended December 31, 2025 was $1 million.
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.
Lines of Credit At December 31, 2025 and 2024, we had a $1 billion revolving credit facility, with $1 billion available at December 31, 2025 and 2024, as part of our senior secured credit facility. We had no outstanding borrowings under the facility at December 31, 52 2025 and 2024.
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.
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 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.
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 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 36 Items”), and certain other items.
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.
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 true-sale treatment when the appropriate criteria are met.
Segment Gross Profit was impacted by unfavorable foreign currency translation of $8 million. On a constant dollar basis, Segment Gross Profit increased $65 million, or 6%, in 2024 as compared to 2023 due to higher sales volumes and favorable productivity benefits. 2023 compared with 2022 Segment Gross Profit increased $10 million in 2023 as compared to 2022.
Segment Gross Profit was impacted by unfavorable foreign currency translation of $8 million. On a constant currency basis, Segment Gross Profit increased $65 million, or 6%, in 2024 as compared to 2023, due to higher sales volumes and favorable productivity benefits. Protective 2025 compared with 2024 Segment Gross Profit decreased $30 million in 2025 as compared to 2024.
Consequently, when our management analyzes our financial results including performance metrics such as sales, cost of sales or selling, general and administrative expense, to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our current period results at prior period foreign currency exchange rates.
Consequently, when our management analyzes our financial results including performance metrics such as sales, cost of sales or selling, general and administrative expense, to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our current period results at prior period foreign currency exchange rates and then make adjustments for other items affecting comparability.
The unfavorable cash flow impact of trade receivables and inventory was partially offset by accounts payable, which was favorable by $151 million compared to 2023, primarily due to a low level of accounts payable in 2023 primarily driven by raw material cost deflation and lower volume of purchases due to inventory reduction efforts while in 2024 accounts payable benefited from an increase in purchases and payment term improvements. 2023 vs. 2022 Net cash provided by operating activities was $516 million during 2023, as compared to $613 million during 2022.
The unfavorable cash flow impact of trade receivables and inventory was partially offset by accounts payable, which was favorable by $151 million compared to 2023, primarily due to a low level of accounts payable in 2023 primarily driven by raw material cost deflation and lower volume of purchases due to inventory reduction efforts while in 2024 accounts payable benefited from an increase in purchases and payment term improvements.
Critical Accounting Policies and Estimates Our discussion and analysis of our consolidated financial condition and results of operations are based upon our Consolidated Financial Statements, which are prepared in accordance with U.S. GAAP. The preparation of Consolidated Financial Statements in conformity with U.S.
Critical Accounting Policies and Estimates Our discussion and analysis of our consolidated financial condition and results of operations are based upon our Consolidated Financial Statements, which are prepared in accordance with GAAP.
The following table presents the approximate favorable or (unfavorable) impact that foreign currency translation had on certain components of our consolidated financial results: (In millions) 2024 vs. 2023 2023 vs. 2022 Net sales $ (35.7) $ (100.1) Cost of sales 26.0 86.6 Gross profit (9.7) (13.5) Selling, general and administrative expenses 3.1 4.5 Non-GAAP Adjusted EBITDA 9.2 11.1 Net Sales by Geographic Region The following tables present the components of the change in net sales by geographic region for the year ended December 31, 2024 compared with 2023 and for the year ended December 31, 2023 compared with 2022.
The following table presents the approximate favorable or (unfavorable) impact that foreign currency translation had on certain components of our consolidated financial results: (In millions) 2025 vs. 2024 2024 vs. 2023 Net sales $ 32.7 $ (35.7) Cost of sales (25.2) 26.0 Gross profit 7.5 (9.7) Selling, general and administrative expenses (4.9) 3.1 Non-GAAP Adjusted EBITDA (2.7) 9.2 Net Sales by Segment The following tables present the components of change in net sales by reportable segment for the year ended December 31, 2025 compared with 2024 and for the year ended December 31, 2024 compared with 2023.
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.
Accounts Receivable Securitization Programs At December 31, 2025, we had total availability of $199 million and total utilization of $144 million under our U.S. and European accounts receivable securitization programs. At December 31, 2024, we had $133 million available to us and $133 million of outstanding borrowings under the U.S. and European accounts receivable securitization programs.
Income Taxes 44 The table below shows our effective income tax rate (“ETR”). Year Ended Effective Tax Rate 2024 41.2 % 2023 21.0 % 2022 32.6 % Our ETR for the year ended December 31, 2024 was 41.2% compared to the U.S. statutory rate of 21%.
Income Taxes The table below shows our effective income tax rate (“ETR”): Year Ended Effective Tax Rate 2025 7.4 % 2024 41.2 % 2023 21.0 % Our ETR for the year ended December 31, 2025 was 7.4% compared to the U.S. statutory rate of 21%.
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.
At December 31, 2025, the total projected benefit obligation for our international pension plans was $502 million, and the total benefit cost for the year ended December 31, 2025 was $3 million. The employer service cost of our pension plans is charged to Cost of sales and Selling, general and administrative expenses.
Segment Adjusted EBITDA was impacted by unfavorable foreign currency translation of $7 million. On a constant dollar basis, Segment Adjusted EBITDA increased $40 million, or 5%, in 2024 as compared to 2023 primarily due to the impact of higher volume and an additional month of contributions from the Liquibox acquisition.
On a constant currency basis, Segment Adjusted EBITDA increased $40 million, or 5%, in 2024 as compared to 2023 primarily due to the impact of higher volume and an additional month of contributions from the Liquibox acquisition.
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.
We have no other material cash balances deemed to be trapped as of December 31, 2025. 51 Cash and Cash Equivalents The following table summarizes our accumulated cash and cash equivalents: December 31, (In millions) 2025 2024 Cash and cash equivalents $ 344.0 $ 371.8 See “Analysis of Historical Cash Flow” below.
Year Ended December 31, 2024 2023 2022 (In millions, except per share data) Net Earnings Diluted EPS Net Earnings Diluted EPS Net Earnings Diluted EPS GAAP Net earnings and diluted EPS from continuing operations $ 269.5 $ 1.84 $ 339.3 $ 2.34 $ 491.3 $ 3.33 Special Items (1) 189.4 1.30 122.0 0.84 113.7 0.77 Non-GAAP Adjusted net earnings and adjusted diluted EPS from continuing operations $ 458.9 $ 3.14 $ 461.3 $ 3.18 $ 605.0 $ 4.10 Weighted average number of common shares outstanding – Diluted 146.0 144.9 147.4 (1) Includes pre-tax Special Items, plus/less Tax Special Items and the tax impact of Special Items as seen in the following calculation of non-GAAP Adjusted income tax rate.
Year Ended December 31, 2025 2024 2023 (In millions, except per share amounts) Net Earnings Diluted EPS Net Earnings Diluted EPS Net Earnings Diluted EPS GAAP Net earnings and diluted EPS from continuing operations $ 441.2 $ 2.99 $ 269.5 $ 1.84 $ 339.3 $ 2.34 Special Items (1) 52.0 0.35 189.4 1.30 122.0 0.84 Non-GAAP Adjusted net earnings and adjusted diluted EPS from continuing operations $ 493.2 $ 3.34 $ 458.9 $ 3.14 $ 461.3 $ 3.18 Weighted average number of common shares outstanding - Diluted 147.5 146.0 144.9 (1) Includes pre-tax Special Items, plus/less Tax Special Items and the tax impact of Special Items as seen in the following calculation of non-GAAP Adjusted income tax rate.
Year Ended December 31, % Change (In millions, except per share amounts) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net sales $ 5,392.6 $ 5,488.9 $ 5,641.9 (1.8) % (2.7) % Gross profit $ 1,625.1 $ 1,641.3 $ 1,772.9 (1.0) % (7.4) % As a % of net sales 30.1 % 29.9 % 31.4 % Operating profit $ 735.9 $ 754.6 $ 944.8 (2.5) % (20.1) % As a % of net sales 13.6 % 13.7 % 16.7 % Net earnings from continuing operations $ 269.5 $ 339.3 $ 491.3 (20.6) % (30.9) % (Loss) Gain on sale of discontinued operations, net of tax (4.8) 2.3 0.3 # # Net earnings $ 264.7 $ 341.6 $ 491.6 (22.5) % (30.5) % Basic: Continuing operations $ 1.85 $ 2.35 $ 3.37 (21.3) % (30.3) % Discontinued operations (0.03) 0.02 — # # Net earnings per common share - basic $ 1.82 $ 2.37 $ 3.37 (23.2) % (29.7) % Diluted: Continuing operations $ 1.84 $ 2.34 $ 3.33 (21.4) % (29.7) % Discontinued operations (0.03) 0.02 — # # Net earnings per common share - diluted $ 1.81 $ 2.36 $ 3.33 (23.3) % (29.1) % Weighted average number of common shares outstanding: Basic 145.5 144.4 145.9 Diluted 146.0 144.9 147.4 Non-GAAP Consolidated Adjusted EBITDA from continuing operations (1) $ 1,110.6 $ 1,106.6 $ 1,210.2 0.4 % (8.6) % Non-GAAP Adjusted EPS from continuing operations (2) $ 3.14 $ 3.18 $ 4.10 (1.3) % (22.4) % # Denotes where percentage change is not meaningful.
Year Ended December 31, % Change (In millions, except per share amounts) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net sales $ 5,359.8 $ 5,392.6 $ 5,488.9 (0.6) % (1.8) % Gross profit $ 1,596.8 $ 1,625.1 $ 1,641.3 (1.7) % (1.0) % As a % of net sales 29.8 % 30.1 % 29.9 % Operating profit $ 725.7 $ 735.9 $ 754.6 (1.4) % (2.5) % As a % of net sales 13.5 % 13.6 % 13.7 % Net earnings from continuing operations $ 441.2 $ 269.5 $ 339.3 63.7 % (20.6) % Gain (Loss) on sale of discontinued operations, net of tax 64.3 (4.8) 2.3 # # Net earnings $ 505.5 $ 264.7 $ 341.6 91.0 % (22.5) % Basic: Continuing operations $ 3.00 $ 1.85 $ 2.35 62.2 % (21.3) % Discontinued operations 0.44 (0.03) 0.02 # # Net earnings per common share - basic $ 3.44 $ 1.82 $ 2.37 89.0 % (23.2) % Diluted: Continuing operations $ 2.99 $ 1.84 $ 2.34 62.5 % (21.4) % Discontinued operations 0.44 (0.03) 0.02 # # Net earnings per common share - diluted $ 3.43 $ 1.81 $ 2.36 89.5 % (23.3) % Weighted average number of common shares outstanding: Basic 146.9 145.5 144.4 Diluted 147.5 146.0 144.9 Non-GAAP Consolidated Adjusted EBITDA from continuing operations (1) $ 1,134.3 $ 1,110.6 $ 1,106.6 2.1 % 0.4 % Non-GAAP Adjusted EPS from continuing operations (2) $ 3.34 $ 3.14 $ 3.18 6.4 % (1.3) % # Denotes where percentage change is not meaningful.
Foreign currency had a negative impact of $6 million.
Foreign currency had a negative impact of $8 million.
Subsequent to our annual impairment test date, we continued to assess whether there were changes in facts or circumstances that would lead us to believe goodwill may be impaired. No indication of goodwill impairment has been identified subsequent to our annual testing date.
Subsequent to our annual impairment test date, we continued to assess whether there were changes in facts or circumstances that would lead us to believe goodwill may be impaired.
Gross amounts received under these programs for the year ended December 31, 2024 were $722 million, of which $187 million was received in the fourth quarter. Gross amounts received under these programs for the year ended December 31, 2023 were $750 million, of which $186 million was received in the fourth quarter.
Gross amounts received under these programs for the year ended December 31, 2025 were $629 million, of which $136 million was received in the fourth quarter. Gross amounts received under these programs for the year ended December 31, 2024 were $722 million, of which $187 million was received in the fourth quarter.
Gross Profit The Company evaluates performance of the reportable segments based on the results of each segment. The performance metric most closely aligned with our consolidated financial statements used by the Company's chief operating decision maker to evaluate performance of our reportable segments is Gross Profit.
The performance metric most closely aligned with our Consolidated Financial Statements used by the Company's chief operating decision maker to evaluate performance of our reportable segments is Gross Profit.
Year Ended December 31, % Change (In millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net earnings from continuing operations $ 269.5 $ 339.3 $ 491.3 (20.6) % (30.9) % For 2024, net earnings were unfavorably impacted by $189 million of Special Items after tax, primarily due to: • restructuring and other restructuring associated costs of $88 million ($67 million, net of taxes); • $65 million of Tax Special Items, primarily due to the write-off of a deferred tax asset associated with a legal entity restructuring of $46 million and increases for accruals for uncertain tax positions; 45 • Liquibox intangible amortization of $30 million ($23 million, net of taxes); • foreign currency loss on highly inflationary economies of $10 million ($10 million, net of taxes); • $9 million impairment of debt investment ($9 million, net of taxes); • $7 million ($5 million, net of taxes) loss on debt redemption and refinancing activities; and • charges related to acquisition and divestiture activity of $4 million ($3 million, net of taxes).
For 2024, net earnings were unfavorably impacted by $189 million of Special Items after tax, primarily due to: • restructuring and other restructuring associated costs of $88 million ($67 million, net of taxes); • Tax Special Items of $65 million, primarily due to the write-off of a deferred tax asset associated with a legal entity restructuring of $46 million and increases for accruals for uncertain tax positions; • Liquibox intangible amortization of $30 million ($23 million, net of taxes); • foreign currency loss on highly inflationary economies of $10 million ($10 million, net of taxes); • impairment of debt investment of $9 million ($9 million, net of taxes); • loss on debt redemption and refinancing activities of $7 million ($5 million, net of taxes); and • charges related to acquisition and divestiture activity of $4 million ($3 million, net of taxes).
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.
Cost of Sales Cost of sales for the years ended December 31, 2025, 2024, and 2023 were as follows: 42 Year Ended December 31, % Change (In millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net sales $ 5,359.8 $ 5,392.6 $ 5,488.9 (0.6) % (1.8) % Cost of sales 3,763.0 3,767.5 3,847.6 (0.1) % (2.1) % As a % of net sales 70.2 % 69.9 % 70.1 % 2025 compared with 2024 As reported, cost of sales decreased by $5 million, or less than 1%, in 2025 as compared to 2024.
Refer to the specific table presented later in our Management’s Discussion and Analysis of Financial Condition and Results of Operations under Outstanding Indebtedness for reconciliation of this non-GAAP financial measure to its most directly comparable GAAP measure. Highlights of Financial Performance Below are the highlights of our financial performance for the three years ended December 31, 2024, 2023 and 2022.
Refer to the specific table presented later in our MD&A under Outstanding Indebtedness for reconciliation of this non-GAAP financial measure to its most directly comparable GAAP measure. Highlights of Financial Performance Below are the highlights of our financial performance for the three years ended December 31, 2025, 2024, and 2023.
These expenses were partially offset by: • Tax Special Items income of $20 million reflecting adjustments related to the settlement of the IRS audit, partially offset by accruals for uncertain tax positions. For 2022, net earnings were unfavorably impacted by $114 million of Special Items after tax.
These expenses were partially offset by: • Tax Special Items income of $20 million reflecting adjustments related to the settlement of the IRS audit, partially offset by accruals for uncertain tax positions.
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.
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 expect continued compliance with our debt covenants including the covenant leverage ratio over the next 12 months. See Note 15, “Debt and Credit Facilities” for further details. Executive Summary for 2024 32 Net sales for 2024 was $5.4 billion compared to $5.5 billion in the prior year.
We expect continued compliance with our debt covenants including the covenant leverage ratio over the next 12 months. See Note 15, “Debt and Credit Facilities” for further details. Executive Summary for 2025 Overview Net sales for 2025 of $5.4 billion decreased less than 1% compared to the prior year.
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.
Approximately $151 million in incremental trade receivables would have been outstanding at December 31, 2025 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 the off-balance sheet U.S. securitization program.
GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain Special Items, including gains and losses on the disposition of businesses, the ultimate outcome of certain legal or tax proceedings, foreign currency gains or losses resulting from the volatile currency market in Argentina, and other unusual gains and losses.
When we present non-GAAP forward-looking guidance, we do not also provide guidance for the most directly comparable GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain Special Items, including gains and losses on the disposition of businesses, the ultimate outcome of certain legal or tax proceedings, foreign currency gains or losses resulting from the volatile currency market in Argentina, and other unusual gains and losses.
(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.
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. (3) On June 28, 2024, the Company issued $400 million of 6.500% senior notes due July 2032. The proceeds were used to repurchase the Company's 5.500% senior notes due September 2025.
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%.
SG&A expenses were impacted by favorable foreign currency translation of $3 million. On a constant currency basis, SG&A expenses decreased approximately $4 million, or less than 1%.
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.
Analysis of Historical Cash Flow The following table shows the changes in our Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, Change (In millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net cash provided by operating activities $ 628.0 $ 728.0 $ 516.2 $ (100.0) $ 211.8 Net cash used in investing activities (133.6) (232.5) (1,378.2) 98.9 1,145.7 Net cash (used in) provided by financing activities (567.6) (432.8) 755.7 (134.8) (1,188.5) Effect of foreign currency exchange rate changes on cash and cash equivalents 46.7 (37.0) (3.7) 83.7 (33.3) In addition to net cash from operating activities, we use free cash flow as a useful measure of performance and an indication of the strength and ability of our operations to generate cash.
The following table shows a reconciliation of GAAP Net earnings from continuing operations to non-GAAP Consolidated Adjusted EBITDA from continuing operations: Year Ended December 31, (In millions) 2024 2023 2022 Net earnings from continuing operations $ 269.5 $ 339.3 $ 491.3 Interest expense, net 247.6 263.0 162.3 Income tax provision 188.9 90.4 238.0 Depreciation and amortization, net of adjustments (1) 243.7 239.6 236.8 Special Items: Liquibox intangible amortization 30.3 27.9 — Liquibox inventory step-up amortization — 10.2 — Restructuring charges 57.8 15.6 12.1 Other restructuring associated costs 30.3 34.5 9.3 Foreign currency exchange loss due to highly inflationary economies 9.9 23.1 8.8 Loss on debt redemption and refinancing activities 6.8 13.2 11.2 Impairment loss on equity investments, net — — 30.6 Impairment of debt investment 8.5 — — Contract terminations (0.1) 14.6 — Charges related to acquisition and divestiture activity 4.2 28.3 3.1 CEO severance — 6.1 — Other Special Items 13.2 0.8 6.7 Pre-tax impact of Special Items 160.9 174.3 81.8 Non-GAAP Consolidated Adjusted EBITDA from continuing operations $ 1,110.6 $ 1,106.6 $ 1,210.2 (1) Net of Liquibox intangible amortization of $30 million and $28 million for the years ended December 31, 2024 and 2023, respectively, which is included under Special Items. 34 The Company may also assess performance using Adjusted EBITDA Margin.
The following table shows a reconciliation of GAAP Net earnings from continuing operations to non-GAAP Consolidated Adjusted EBITDA from continuing operations: Year Ended December 31, (In millions) 2025 2024 2023 Net earnings from continuing operations $ 441.2 $ 269.5 $ 339.3 Interest expense, net 218.9 247.6 263.0 Income tax provision 35.3 188.9 90.4 Depreciation and amortization, net of adjustments (1) 249.3 243.7 239.6 Special Items: Liquibox intangible amortization 30.4 30.3 27.9 Liquibox inventory step-up amortization — — 10.2 Restructuring charges 39.9 57.8 15.6 Other restructuring associated costs 41.1 30.3 34.5 Foreign currency exchange loss due to highly inflationary economies 15.1 9.9 23.1 Loss on debt redemption and refinancing activities 5.8 6.8 13.2 Impairment of debt investment — 8.5 — Contract terminations 3.9 (0.1) 14.6 Charges related to acquisition and divestiture activity 12.4 4.2 28.3 CEO severance and separation costs 7.4 — 6.1 Accelerated share-based compensation expense (1) 5.0 — — Other Special Items 28.6 13.2 0.8 Pre-tax impact of Special Items 189.6 160.9 174.3 Non-GAAP Consolidated Adjusted EBITDA from continuing operations $ 1,134.3 $ 1,110.6 $ 1,106.6 (1) Net of Liquibox intangible amortization of $30 million, $30 million, and $28 million for the years ended December 31, 2025, 2024, and 2023, respectively, and accelerated share-based compensation expense of $5 million for the year 37 ended December 31, 2025, which are included under Special Items.
On a constant dollar basis, Segment Gross Profit decreased $71 million, or 12%, in 2024 as compared to 2023 primarily due to lower sales volume and unfavorable net price realization, partially offset by lower operating costs including productivity benefits. 2023 compared with 2022 Segment Gross Profit decreased $142 million in 2023 as compared to 2022.
Segment Gross Profit was impacted by unfavorable foreign currency translation of $2 million. On a constant currency basis, Segment Gross Profit decreased $71 million, or 12%, in 2024 as compared to 2023, primarily due to lower sales volume and unfavorable net price realization, partially offset by lower operating costs including productivity benefits.
These increases were partially offset by higher operating costs, including higher incentive compensation expense partially offset by productivity benefits from the CTO2Grow Program and unfavorable net price realization. 2023 compared with 2022 Segment Adjusted EBITDA increased $20 million in 2023 as compared to 2022. Segment Adjusted EBITDA was impacted by unfavorable foreign currency translation of $10 million.
These increases were partially offset by higher operating costs, including higher incentive compensation expense partially offset by productivity benefits from the CTO2Grow Program and unfavorable net price realization Protective 2025 compared with 2024 Segment Adjusted EBITDA decreased $3 million in 2025 as compared to 2024. Segment Adjusted EBITDA was impacted by favorable foreign currency translation of $4 million.
GAAP and may not be comparable to similarly titled measures used by other companies. Free cash flow does not represent residual cash available for discretionary expenditures, as certain debt servicing requirements or other non-discretionary expenditures are not deducted from this measure. We historically have generated the majority of our annual free cash flow in the second half of the year.
Free cash flow does not represent residual cash available for discretionary expenditures, as certain debt servicing requirements or other non-discretionary expenditures are not deducted from this measure. We historically have generated the majority of our annual free cash flow in the second half of the year.
The decrease in SG&A expenses was due to productivity benefits including the CTO2Grow Program and lower expenses related to the Liquibox acquisition, including transaction and integration expenses, partially offset by higher incentive compensation and CTO2Grow Program related expenses. 2023 compared with 2022 As reported, SG&A expenses decreased $27 million in 2023 as compared to 2022.
The decrease in SG&A expenses was due to productivity benefits including the CTO2Grow Program and lower expenses related to the Liquibox acquisition, including transaction and integration expenses, partially offset by higher incentive compensation and CTO2Grow Program related expenses.
As of December 31, 2024 and 2023, our accounts payable balances included $161 million and $153 million, respectively, related to invoices from suppliers participating in the program. The cumulative amounts settled through the supply chain financing program for the year ended December 31, 2024 were $470 million, compared to $377 million for the year ended December 31, 2023.
At December 31, 2025 and 2024, our accounts payable balances included $147 million and $161 million, respectively, related to invoices from suppliers participating in the programs. The cumulative amounts settled through the supply chain financing programs for the year ended December 31, 2025 were $443 million, compared to $470 million for the year ended December 31, 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 changeThe 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.
Biggest changeFor the years ended December 31, 2025, 2024, and 2023, we recognized $8 million, $3 million and $3 million, respectively, of interest income related to these contracts, which is reflected within Interest expense, net on the Consolidated Statements of Operations.
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.
See Note 18, “Profit Sharing, Retirement Savings Plans, and Defined Benefit Pension Plans,” for further details on our defined benefit pension plans. 63 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.
Each of these cross-currency swaps were designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest.
Each of these cross-currency swaps were designated as net 62 investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest.
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.
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.
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.
Net Investment Hedge In February 2023, we repaid the €400 million of 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 a certain Euro-functional currency subsidiaries.
The effects of these could adversely impact our financial condition and results of operations. See Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” for details regarding the impact of inflation and currency fluctuation.
The effects of these could adversely impact our financial condition and results of operations. See Note 2, “Summary of Significant Accounting Policies and Recently Adopted and Issued Accounting Standards,” for details regarding the impact of inflation and currency fluctuation.
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.
At December 31, 2025, 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.
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
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. 64
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.
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 $168 million and $145 million at December 31, 2025 and 2024, respectively.
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.
A hypothetical 10% adverse change in foreign exchange rates at December 31, 2025 would have caused us to pay approximately $50 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.
Assets may include investments in mutual funds, collective investment trusts, index funds, corporate bonds, government-backed bonds and insurance contracts or annuity "buy-ins." The assets include both return seeking assets and liability-hedging assets.
Assets may include investments in mutual funds, collective investment trusts, index funds, corporate bonds, government-backed bonds and insurance contracts or annuity “buy-ins.” The assets include both return seeking assets and liability-hedging assets.
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.
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, 2025 and 2024, buy-in contracts represented $97 million, or 17%, and $95 million, or 17%, of the Company's total plan assets, respectively.
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.
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, 2025, we expect net periodic benefit cost to be approximately $2 million in 2026.
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.
As of December 31, 2025 and 2024, equity diversifying assets represented $79 million, or 14%, and $72 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.
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.
Also, as of December 31, 2025, our Argentina subsidiary 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, 2025, approximately 2% of our consolidated net sales were derived from products sold in Russia.
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.
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 gains or losses on derivative instruments for net investment hedges, a component of AOCL, net of taxes, to offset the changes in the values of the net investments being hedged.
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.
Assets include $27 million of cash and cash equivalents domiciled in Russia. Also, as of December 31, 2025, our Russia subsidiary had cumulative translation losses of $37 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.
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.
See Note 2, “Summary of Significant Accounting Policies and Recently Adopted and Issued Accounting Standards,” for additional information. As of December 31, 2025, approximately 1% of our consolidated net sales were derived from our products sold in Argentina and net assets include $20 million of cash and cash equivalents domiciled in Argentina.
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.
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 $60 million in the fair value of the total debt balance at 61 December 31, 2025.
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.
For the years ended December 31, 2025, 2024, and 2023, we recognized remeasurement losses of $15 million, $10 million, and $23 million, respectively, within Other expense, net on the Consolidated Statements of Operations, related to the designation of Argentina as a highly inflationary economy under GAAP.
In the first quarter of 2023, we entered into a series of cross-currency swaps with a combined notional amount of $433 million.
During the first quarter of 2023 and second quarter of 2025, we entered into a series of cross-currency swaps with a combined notional amount of $433 million and $452 million, respectively.
Added
The Company has elected the spot method for assessing the effectiveness of these contracts. The maturity dates for the cross-currency swaps entered into in the first quarter of 2023 and second quarter of 2025 are February 1, 2028 and February 15, 2029, respectively.

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