Page 1

X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from SEE Delaware ( State or other jurisdiction of incorporation or organization ) 2415 Cascade Pointe Boulevard Charlotte North Carolina ( Address of principal executive offices ) to Commission file number 1-12139 SEALED AIR CORPORATION ( Exact name of registrant as specified in its charter ) Sealed Air Title of Each Class Common Stock , par value $ 0.10 per share Registrant's telephone number , including area code : ( 980 ) -221-3235 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) . 65-0654331 ( I.R.S. Employer Identification Number ) SEE Accelerated filer 28208 ( Zip Code ) Name of Each Exchange on Which Registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None Yes ☐ No 区 Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Exchange Act . Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , ” and “ emerging growth company " in Rule 12b 2 of the Exchange Act . ( Check one ) : Large Accelerated Filer || Emerging growth company Non - accelerated filer Smaller reporting company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C.7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No 区 Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ As of the last business day of the registrant's most recently completed second fiscal quarter , June 30 , 2020 , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 5,090,724,127 , based on the closing sale price as reported on the New York Stock Exchange . There were 154,919,232 shares of the registrant's common stock , par value $ 0.10 per share , issued and outstanding as of February 16 , 2021 . DOCUMENTS INCORPORATED BY REFERENCE : Portions of the registrant's definitive proxy statement for its 2021 Annual Meeting of Stockholders , to be held on May 18 , 2021 , are incorporated by reference into Part III of this Form 10 - K .