Item 2.02 Results of Operations and Financial Condition.




The disclosure under "Guidance Update" under Item 7.01 of this Current Report on
Form 8-K is incorporated in this Item 2.02 by reference. The information
furnished under Item 2.02 in this Form 8-K shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section and
shall not be deemed incorporated by reference in any registration statement or
other document filed under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as set forth by specific
reference in such filing.

Item 7.01 Regulation FD Disclosure.




As described below under Item 8.01, on January 17, 2023, Sealed Air Corporation,
a Delaware corporation (the "Company") announced the commencement of an offering
of the Notes (as defined below). In connection with the offering of the Notes,
the Company provided certain information to prospective investors in a
preliminary offering memorandum dated January 17, 2023 (the "Preliminary
Offering Memorandum"). The Preliminary Offering Memorandum disclosed certain
information that supplements or updates certain prior disclosures of the
Company. Information from that Preliminary Offering Memorandum is set forth
below.

Expected Acquisition of Liqui-Box



On November 1, 2022, the Company announced in its Current Report on Form 8-K the
execution of a definitive purchase agreement, dated as of October 31, 2022 (the
"Acquisition Agreement"), to acquire all of the issued and outstanding shares of
capital stock of LB Holdco, Inc., the parent company of Liqui-Box, Inc.
(collectively, "Liqui-Box"), on a cash-free and debt-free basis, for an
aggregate purchase price of $1.15 billion in cash, subject to customary
adjustments for (i) working capital, cash, certain specific tax attributes and
indebtedness of Liqui-Box at closing and (ii) specified transaction expenses
(the "Liqui-Box Acquisition"). On November 1, 2022, the Company also announced
that it had secured $1.0 billion of committed financing, including a commitment
for a senior unsecured 364-day bridge loan (the "Bridge Loan Commitment") in
connection with the Liqui-Box Acquisition.

The Company expects to use a portion of the net proceeds from the Notes, along
with cash on hand and the borrowing under its incremental term loan facility in
the aggregate principal amount of $650 million to finance the Liqui-Box
Acquisition.

For the twelve months ended September 30, 2022, Liqui-Box had net sales of
$356.5 million, net loss of $84.3 million, and Adjusted EBITDA (as defined
below) of $85.0 million. The financial information for Liqui-Box for the twelve
months ended September 30, 2022 is based on preliminary unaudited estimated
financial data of Liqui-Box provided to the Company by Liqui-Box, and
Liqui-Box's Adjusted EBITDA is based on the financial information provided to
the Company by Liqui-Box as adjusted by Liqui-Box management, and therefore the
Company cannot assure readers of the accuracy or completeness of the information
and readers should not place undue reliance on this financial information.

For Liqui-Box, Adjusted EBITDA is defined as Net earnings (loss) before interest
expense, net, income tax provision, depreciation and amortization, foreign
currency impacts for intercompany activity, net of adjustments, adjusted to
exclude the impact of certain specified items (collectively, "Liqui-Box Special
Items"), including integration and restructuring costs, sale and leaseback
adjustments, transaction related expenses, pro forma adjustments, and certain
other adjustments. Liqui-Box evaluated Liqui-Box Special Items on an individual
basis. Liqui-Box's evaluation of whether to exclude a Liqui-Box Special Item for
purposes of determining Liqui-Box's non-U.S. GAAP financial measures considered
both the quantitative and qualitative aspects of the item, including among other
things (i) its nature, (ii) whether or not it related to Liqui-Box's ongoing
business operations, and (iii) whether or not Liqui-Box expected it to occur as
part of its normal business on a regular basis.

Set forth below for Liqui-Box is a reconciliation of U.S. GAAP net earnings
(loss) to Adjusted EBITDA.
                                                                                                                                                                                                                                                                                                               Twelve Months Ended
                                                                                                                                                                                                                                                                                                              September 30, 2022(1)

(In millions) U.S. GAAP Net loss per unaudited Liqui-Box financial statements..........................................................................................................

                                                                                                                             $                 (84.3)
Interest expense, net...................................................................................................................................................................................                                                                                                                 40.8
Income tax provision..................................................................................................................................................................................                                                                                                                    4.1
Depreciation and amortization...................................................................................................................................................................                                                                                                                         81.6
Foreign currency impacts for intercompany activity(2)...............................................................................................................................                                                                                                                                     12.6
Liqui-Box Special Items:............................................................................................................................................................................

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Integration and restructuring costs(3)................................................................................................................................................                                                                                                                        5.3
Sale leaseback adjustments(4)...........................................................................................................................................................                                                                                                                      3.7
Transaction related expenses(3)........................................................................................................................................................                                                                                                                       4.4
Pro forma adjustments(5)..................................................................................................................................................................                                                                                                                   15.2

Other

adjustments(6).........................................................................................................................................................................

                                                                                                                 1.6
Pre-tax impact of Liqui-Box Special Items............................................................................................................................................                                                                                                                        30.2
Non-U.S. GAAP Liqui-Box Adjusted EBITDA........................................................................................................................................                                                                                                              $               85.0




(1)The financial information for Liqui-Box for the twelve months ended September
30, 2022 is based on preliminary unaudited estimated financial data of Liqui-Box
provided to the Company by Liqui-Box, and Liqui-Box's Adjusted EBITDA is based
on the financial information provided to the Company by Liqui-Box as adjusted by
Liqui-Box management, and therefore the Company cannot assure readers of the
accuracy or completeness of the information and readers should not place undue
reliance on this financial information.
(2)Pertains to foreign currency translation and revaluation impacts primarily
related to intercompany activity between affiliates of Liqui-Box that are
remaining with the sellers and not being acquired by the Company.
(3)Pertains to integration and restructuring efforts, and related deal costs of
acquisition activity incurred by Liqui-Box prior to the Liqui-Box Acquisition.
Additionally, deal costs also include transaction costs incurred by Liqui-Box
related to the Liqui-Box Acquisition.
. . .

Item 8.01 Other Information.

Tender Offer



On January 17, 2023, the Company announced that it commenced a cash tender offer
(the "Tender Offer") for any and all of its outstanding €400 million aggregate
principal amount of 4.500% Senior Notes due 2023 (the "2023 Euro Notes"). A copy
of the press release, dated January 17, 2023, announcing the commencement of the
Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.

New Notes Offering

Also, on January 17, 2023, the Company announced that, together with Sealed Air
Corporation (US), a Delaware corporation and a wholly owned subsidiary of the
Company (together with the Company, the "Issuers"), the Issuers commenced an
offering of senior notes due 2028 (the "Notes"). The Notes will be jointly and
severally, and irrevocably and unconditionally, guaranteed on a senior unsecured
basis by each of the Company's existing and future wholly owned domestic
subsidiaries that guarantee its senior secured credit facilities, subject to
release under certain circumstances, although, for purposes of this offering,
Sealed Air Corporation (US) is a co-issuer and not a guarantor.

The Issuers intend to use the net proceeds from the offering of the Notes, (i)
together with a borrowing under the Company's incremental term loan facility and
cash on hand, to finance the acquisition of LB Holdco, Inc., the parent company
of Liqui-Box, Inc., including related fees and expenses, (ii) to repurchase any
or all of the Company's outstanding 2023 Euro Notes pursuant to the Tender Offer
commenced by the Company today and satisfy and discharge all of the Company's
outstanding 2023 Euro Notes in accordance with the terms of the indenture
governing the 2023 Euro Notes and to pay related premiums, fees and expenses in
connection therewith and (iii) to the extent of any remaining proceeds after
giving effect to the foregoing transactions, for general corporate purposes. A
copy of the press release, dated January 17, 2023, announcing the offering of
the Notes, is attached as Exhibit 99.2 hereto and is incorporated herein by
reference.

The Notes and related guarantees will be offered only to qualified institutional
buyers under Rule 144A of the Securities Act, as amended and to non-U.S. persons
in transactions outside the United States under Regulation S of the Securities
Act. The Notes have not been registered under the Securities Act, and, unless so
registered, may not be offered or sold in the United States absent registration
or an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable securities
laws. This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the Notes, in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

Update on Liqui-Box Acquisition

The information set forth in the second to last paragraph under the heading "Expected Acquisition of Liqui-Box" in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.

Update on Bridge Loan Commitment

The information set forth in the last paragraph under the heading "Expected Acquisition of Liqui-Box" in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.




           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995
concerning the Company's business, consolidated financial condition, results of
operations, or cash flows. The U.S. Securities and Exchange Commission ("SEC")
encourages companies to disclose forward-looking

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statements so that investors can better understand a company's future prospects
and make informed investment decisions. Forward-looking statements are subject
to risks and uncertainties, many of which are outside the Company's control,
which could cause actual results to differ materially from these statements.
Therefore, you should not rely on any of these forward-looking statements.
Forward-looking statements can be identified by such words as "anticipate,"
"believe," "plan," "assume," "could," "should," "estimate," "expect," "intend,"
"potential," "seek," "predict," "may," "will" and similar references to future
periods. All statements other than statements of historical facts included in
this report regarding the Company's strategies, prospects, financial condition,
operations, costs, plans and objectives are forward-looking statements. Examples
of forward-looking statements include, among others, statements the Company
makes regarding expected future operating results, the expected consummation of
the Liqui-Box Acquisition, Liqui-Box's expected future operating results,
expectations regarding the results of restructuring and other programs,
expectations regarding the results of business strategies and transformations
(including expected cost synergies following the Liqui-Box Acquisition),
anticipated levels of capital expenditures and expectations of the effect on the
Company's financial condition of claims, litigation, environmental costs,
contingent liabilities and governmental and regulatory investigations and
proceedings.

The following are important factors that the Company believes could cause actual
results to differ materially from those in the Company's forward-looking
statements: global economic and political conditions, currency translation and
devaluation effects, changes in raw material pricing and availability,
competitive conditions, the success of new product offerings, consumer
preferences, the effects of animal and food-related health issues, the effects
of epidemics or pandemics, including the Coronavirus Disease 2019, negative
impacts related to the ongoing conflict between Russia and Ukraine and related
sanctions, export restrictions and other counteractions thereto, changes in
energy costs, environmental matters, the success of the Company's restructuring
activities, the success of the merger, acquisition and equity investment
strategies, the success of the Company's financial growth, profitability, cash
generation and manufacturing strategies and the Company's cost reduction and
productivity efforts, changes in the Company's credit ratings, the tax benefit
associated with the Settlement agreement (as defined in Note 18 to the condensed
consolidated financial statements included in Part I, Item 1 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022),
regulatory actions and legal matters, and the other information referenced in
Part I, Item 1A, "Risk Factors" of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, and as revised and updated by the Company's
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022,
June 30, 2022 and September 30, 2022, as filed with the Securities and Exchange
Commission, and as revised and updated by the Company's Current Reports on Form
8-K. Any forward-looking statement made by the Company in this report is based
only on information currently available to the Company and speaks only as of the
date on which it is made. The Company undertakes no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments
or otherwise.

                           NON-U.S. GAAP INFORMATION

Non-U.S. GAAP measures are used by management to review and analyze our
operating performance and, along with other data, as internal measures for
setting annual budgets and forecasts, assessing financial performance, providing
guidance and comparing our financial performance with our peers and may also be
used for purposes of determining incentive compensation. The non-U.S. GAAP
information has limitations as an analytical tool and should not be considered
in isolation from or as a substitute for U.S. GAAP information. It does not
purport to represent any similarly titled U.S. GAAP information and is not an
indicator of our performance under U.S. GAAP. Non-U.S. GAAP financial measures
that we present may not be comparable with similar titled measures used by
others. Investors are cautioned against placing undue reliance on these non-U.S.
GAAP measures. Information reconciling forward-looking U.S. GAAP measures to
non-U.S. GAAP measures is not available without unreasonable effort. For
non-U.S. GAAP financial measures presented for the Company, we have not provided
guidance for the most directly comparable U.S. 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
restructuring charges, adjustments in the valuation of our "SEE Ventures"
portfolio (which may include debt, equity method, or equity investments), gains
and losses related to acquisition and divestiture of businesses, the ultimate
outcome of certain legal or tax proceedings, and other unusual gains and losses.
The Company is unable to predict with reasonable certainty the ultimate outcome
of certain significant items required for the reconciliation. These items are
. . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit Number            Description
                            Press release, dated January 17, 2023 announcing the commencement of the
99.1                      Tender Offer.
                            Press release, dated January 17, 2023, announcing the offering of the
99.2                      Notes.
                          Cover Page Interactive Data File--the cover page XBRL tags are embedded
104                       within the Inline XBRL document.

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