Item 1. Business
Sealed Air Corporation (together with its subsidiaries, the "Company") is engaged primarily in the manufacture and sale of a wide variety of protective and specialty packaging materials and systems.
The Company's operations are conducted primarily in North America, Europe and the Far East, and its products are distributed in these areas as well as in other parts of the world. Information by geographic area, including net sales, operating profit and identifiable assets, for each of the three years in the period ended December 31, 1993 appears in Note 4 of the Notes to Consolidated Financial Statements, which are contained in the Company's 1993 Annual Report to Stockholders. Such Note is incorporated herein by reference.
Products
The Company's principal protective and specialty packaging products are engineered products, surface protection and other cushioning products, and food packaging products. Certain of these products are also produced for non-packaging applications. The Company also manufactures and sells certain other products discussed below.
The net sales contributed by each class of product for each of the five years in the period ended December 31, 1993 appears in the table under the caption "Selected Financial Data" in the Company's 1993 Annual Report to Stockholders, which data is incorporated herein by reference.
Engineered Products
The Company's engineered products include its Instapak(R) polyurethane foam packaging systems, specialty polyethylene foams for packaging and non-packaging uses, and Korrvu(R) suspension packaging.
Instapak(R) Systems
Instapak(R) polyurethane foam packaging systems consist of proprietary blends of polyurethane chemicals and specially designed dispensing equipment, certain features of which are patented. The Company also manufactures a line of Instamate(R) polyolefin films, which are high-performance plastic films designed for use with Instapak(R) packaging systems. Most of the Company's net sales from Instapak(R) systems are attributable to the sale of the polyurethane chemicals and polyolefin films used in the systems installed at customer locations.
Instapak(R) chemicals, films and equipment are marketed as integrated packaging systems to provide protective packaging for a wide variety of products, including computer, electronic, office, medical and communications equipment, compressors and motors, furniture and spare parts, and void-fill packaging of office supplies, books, cosmetics and other small products for distribution. Instapak(R) systems are also used to produce polyurethane foams used in certain non-packaging applications, including Instapak(R)-Floral, a foam introduced in 1993 for use as a design base for artificial flower arrangements.
An Instapak(R) packaging system allows a customer to create protective cushions for products of any shape and thus to tailor its protective packaging to its individual products and needs. When Instapak(R) chemicals are mixed together and dispensed, they expand up to 200 times their liquid volume within seconds after they are dispensed to form a foam cushion. Because Instapak(R) chemicals expand significantly in volume only when mixed together, the storage space required for the chemicals before use is very low.
The Company purchases chemicals from various suppliers, including major chemical companies, and blends these chemicals according to its own proprietary formulations. The Company offers its Instapak(R) customers a family of protective packaging foams, ranging from low-density foams used for light cushioning and void-fill applications to heavy-duty foams used for blocking and bracing heavy items.
The Company produces a number of dispensing equipment models for low, medium and high volume use and maintains an ongoing program to develop new equipment models to meet evolving customer needs. Hand-held equipment models range from low-volume single station systems to microprocessor-controlled multiple station systems. The Company also offers its high speed Instapacker(TM) automated system and its VersaPacker(TM) system, a bench-top version of the Instapacker(TM) system, both of which produce ready-to-use foam cushions consisting of Instamate(R) film bags filled with Instapak(R) foam. Generally, customers may either buy or lease equipment from the Company for use with Instapak(R) systems.
The Instapak(R) foam-in-place process generally involves either dispensing liquid chemicals into a container and separating the product being packaged from the rising foam cushion with Instamate(R) film or producing foam-filled Instamate(R) film bags that are inserted into the container with the product being packaged. Once the container is closed and sealed, the expanding foam cushion fills the box and completes the package for shipment. The foam cushions either encapsulate the product in its container or, in the case of foam-filled bags, can be used as top or bottom cushions or as a void-fill material to restrain the product in its shipping container.
Customers are also able to produce pre-formed Instapak(R) foam cushions for use in packaging a wide range of products. The Company offers assistance to its customers in producing, or in preparing the molds used to produce, such pre- formed cushions. The Company offers Instamolder(TM) semi- automated cushion molding equipment that produces Instapak(R) cushions using the Instapacker(TM) system.
Specialty Polyethylene Foams
The Company manufactures and sells extruded plank foams and Polylam(R) laminated foams for packaging and non-packaging applications. Extruded plank foam is offered in varying densities and thicknesses up to 4 inches. Polylam(R) foam is produced in various densities and laminated into thicknesses ranging up to 6 inches. These polyethylene foams are generally sold to fabricators and converters for packaging and non- packaging applications in which a clean, non-abrasive material is required with such properties as shock absorption, vibration dampening, thermal insulation or buoyancy. These foams can be produced in various colors and are available in anti-static and flame-retardant forms. In packaging applications, these foams are fabricated into a wide range of protective packaging shapes, forms and die-cuts for designed packages in which a clean, attractive appearance and cushioning or blocking and bracing performance is needed. Non-packaging applications for specialty foams include construction, automotive, sporting and athletic equipment products. During 1993, the Company introduced post- consumer recycled content into certain of its specialty polyethylene foam product lines.
Korrvu(R) Suspension Packaging
The Company is engaged in the development, manufacture and sale of Korrvu(R) suspension packaging, which is covered by certain patents. A Korrvu(R) package suspends the product to be packaged in the air space of its shipping container between two strong, flexible low-slip films.
Surface Protection and Other Cushioning Products
The Company's surface protection and other cushioning products include air cellular cushioning materials, protective and durable mailers, thin polyethylene foams, paper packaging products, automated packaging systems and certain other packaging products.
Air Cellular Cushioning Materials
The Company manufactures and markets air cellular cushioning materials primarily under the trademarks AirCap(R) and PolyCap(R). These materials consist of air bubbles encapsulated between two layers of plastic film, each containing a barrier layer to retard air loss, that form a pneumatic cushion to protect products from damage through shock or vibration during shipment. The Company's PolyCap(R) R line of air cellular cushioning material is similar to AirCap(R) cushioning in construction except that its plastic film contains a lighter barrier layer.
The Company's air cellular cushioning materials are used by a wide variety of end users, including both manufacturers and retailers. AirCap(R) cushioning is used primarily to protect a wide variety of lightweight and medium-weight delicate items, such as instruments, electronic components and glassware, that have no limitation on their shipping and shelf-life cycles. PolyCap(R) R cushioning is used primarily for a wide variety of lightweight products that have a relatively short shipping and shelf-life cycle. The Company also markets anti-static and flame-retardant forms of its air cellular cushioning materials.
The Company's air cellular cushioning materials are produced in various forms, including continuous rolls, perforated rolls and sheets, depending on customer preference. These materials can be used alone or laminated to other materials such as paper or cardboard. They are also available in bag form (marketed under the trademark Bubblebags(R)), primarily used to provide product protection to small parts. The Company's air cellular cushioning materials can be varied in the size, shape and spacing of their encapsulated air bubbles and the thickness of the plastic to provide specific types of performance in protective packaging and cushioning. Since the beginning of 1993, the Company has broadened the use of post-industrial and post- consumer recycled polyethylene resin content in its Aircap(R) and Polycap(R) R product lines.
The Company also manufactures and sells adhesive-coated air cellular cushioning material under the trademark Bubble Mask(R) and cohesive air cellular cushioning material under the trademark Cold Seal(R) AirCap(R). Polypride(TM) air cellular materials, added to the Company's product line in 1993, are multi-web materials with high tensile strength used primarily as furniture wrapping.
Protective and Durable Mailers
The Company manufactures and markets a variety of protective and durable mailers that are made in several standard sizes and are used for mailing or shipping a wide variety of items for which clean, lightweight preconstructed protective packages are desirable. They can provide the user with significant postage savings, ease of use and enhanced product protection relative to other types of mailers and shipping containers.
The Company's protective mailers include lightweight, tear-resistant, heat-sealable mailers marketed under the trademark Jiffylite(R) that are lined with air cellular cushioning material. The Company's Jiffylite(R) R line of mailers are made from recycled kraft paper and the Company's PolyCap(R) R air cellular cushioning materials.
These products also include the widely used Jiffy(TM) padded mailers made from recycled kraft paper padded with macerated recycled newspaper, Jiffy(TM) reinforced mailers, which are highly tear resistant and moisture retardant, Jiffy(TM) utility mailers, which are low-cost, lightweight mailers without padding, and Jiffy(TM) Rigi Bag(R) mailers, which are rigid mailers without padding that are well suited for products such as books and photographs. The Company also manufactures and markets Jiffy(TM) foam-lined mailers and Jiffy(TM) floppy disk mailers, which are lined with thin polyethylene foam. During 1993, the Company increased the recycled content of the kraft paper used in many of these mailer lines and introduced post-consumer recycled content into the foam lining of certain foam mailer products.
During 1993, the Company expanded its mailer product line with its acquisition of the Shurtuff(R) durable plastic mailer product line. These mailers, which are produced from coextruded polyethylene film, are lightweight, water-resistant, tamper-evident and puncture-proof and are used by a wide range of customers, including air courier, mail order, banking, security and office supply services.
Thin Polyethylene Foams
In addition to the specialty polyethylene foams described previously, the Company manufactures thin polyethylene foams in roll or sheet form in low, medium and special densities, in flat, ribbed or bag form and in a number of colors and thicknesses up to one-half inch. The Company also sells thin polyethylene foam that has anti-static properties and foam laminate products in which the foam is laminated to paper, polyethylene film or other substrates for specialized applications. The Company's Quicksilver(TM) polyethylene film and foam laminates have cohesive properties for masking and other applications. During 1993, the Company introduced post-consumer recycled content into certain of its thin polyethylene foam product lines.
Low-density thin polyethylene foam manufactured by the Company is marketed primarily in the United States, Canada and Europe under the trademark Cell-Aire(R) and is used primarily for surface protection and light-duty cushioning.
Medium-density thin polyethylene foam is marketed in the United States under the trademark Cellu-Cushion(R) as a cushioning material to protect products from damage through shock or vibration during shipment. The Company also manufactures special density polyethylene foams for a variety of packaging and non-packaging applications.
Paper Packaging Products
The Company manufactures recycled kraft, tissue and creped paper in the United States. Some of such paper is used as a raw material in the manufacture of the Company's protective mailer and food packaging products or sold to unaffiliated customers. The Company also manufactures and sells paper packaging products under the trademarks Kushion Kraft(R), Custom Wrap(TM), Jiffy(TM) Padwrap(R), and Void Kraft(TM) for industrial surface protection, furniture surface protection, moving and storage blankets, and for use as cushioning or void fill in various packaging applications.
Packaging Systems
The Company produces and markets the Instasheeter(TM) high-speed converting system, designed for on-line packaging applications, which automatically converts the Company's flexible packaging materials, including air cellular cushioning materials, thin polyethylene foam and paper packaging materials, described above, into sheets of a pre-selected size and quantity. The Company also produces and markets the Accu-Cut(TM) converting system, an economical system for converting the Company's flexible packaging materials in off-line packaging applications.
The Company's Jiffy Packer(TM) high-speed dunnage system, which is marketed in Europe under the name Paper Boy(TM) and in Japan under the name EcoPacker(TM), produces paper dunnage material on site from the Company's 3-ply Void Kraft(TM) recycled kraft paper. During 1993, the Company introduced a benchtop version of the Jiffy Packer(TM) system.
During 1993, the Company began selling its VoidPak(TM) inflatable packaging system, which consists of a compact, portable inflator and self-sealing inflatable plastic bags, available in several sizes. When inflated, the bags can be used in a wide range of void fill applications, and they can be deflated and re-inflated for reuse.
Other Packaging Products
The Company participates in a joint venture called PolyMask Corporation with Minnesota Mining and Manufacturing Company ("3M") that manufactures and sells protective tapes consisting of adhesive-coated polyethylene films marketed by 3M. These products are used primarily for protecting the surfaces of polished metal, glass, plastic and other materials from abrasion during fabrication, handling and shipping. This joint venture is accounted for using the equity method.
Food Packaging Products
The Company manufactures in the United States and the Netherlands and sells in the United States, Canada, the Far East, Europe and other areas certain food packaging products, including primarily Dri-Loc(R) absorbent pads, certain features of which are covered by U.S. patents. The Company has also introduced other absorbent pads that utilize the features of its Dri-Loc(R) pads, including the Company's Pad-Loc(TM) pad for the poultry processor industry. These products are used in meat, fish and poultry trays to absorb excess fluids.
The Company's Dri-Loc(R) pads consist of two layers of polyethylene film sealed on all four sides which enclose a layer of fluffed virgin wood-pulp fibers. On one side, the layer of film has tiny holes that permit fluids to be absorbed and retained by the enclosed fibers. The Company believes that Dri- Loc(R) pads are more effective and aesthetically attractive than conventional absorbent pads.
The Company also manufactures conventional padding, sold as individual pads and in roll stock form for use by converters and processors to prepad trays. This padding consists of layers of bleached crepe tissue with one or two outer layers of polyethylene film. The Company also sells supermarket display case liners, which are similar in construction to conventional padding, under the trademark Cellu Liner(TM).
Other Products
The Company's other products consist primarily of loose-fill polystyrene packaging, products that control static electricity, and recreation and energy conservation products.
Subsidiaries of the Company in Hong Kong, Malaysia, Mexico, Singapore and Taiwan produce loose-fill polystyrene packaging for sale under the trademark Mic-Pac(TM) to customers in those countries.
In addition to air cellular cushioning materials and polyethylene foam with anti-static properties, the Company sells other products related to the elimination and neutralization of static electricity, including conductive shielding bags, floor mats, worktable coverings, and wrist and foot straps. Static control products, which are sold primarily in the United States and the Far East, are used principally by manufacturers of static-sensitive microelectronic devices.
Subsidiaries of the Company in Canada and Europe manufacture translucent air cellular material similar to AirCap(R) cushioning that is fabricated into solar pool covers. In the United States, the Company manufactures and sells solar heating systems for swimming pools that use thermostatically controlled pumps to circulate pool water through plastic solar collector panels.
Foreign Operations
The Company has subsidiaries in Canada, England, France, Italy, Mexico, Spain and Sweden that manufacture certain of its surface protection and other cushioning products, a subsidiary in the Netherlands that produces Instapak(R) chemicals, Instamate(R) films and Dri-Loc(R) pads, a 50%-owned joint venture in Canada that manufactures specialty and thin polyethylene foams, and a subsidiary in Germany that manufactures Korrvu(R) suspension packaging. Together with a sales and marketing subsidiary in Belgium, these subsidiaries market most of the Company's products in Canada, Mexico and Europe. During 1993, the Company introduced its Instapak(R) products into Mexico, established two new manufacturing operations for air cellular cushioning materials in Europe, and expanded the sale of Dri-Loc(R) food packaging products in Europe and the Far East.
Subsidiaries of the Company in Hong Kong, Japan, Malaysia, Singapore and Taiwan are engaged primarily in the marketing of Instapak(R) products in those countries and other countries in the Far East. Certain of these subsidiaries also produce or market certain of the Company's other protective packaging products. A new subsidiary was established in early 1994 in Korea to market Instapak(R) and other products in that country.
The Company has foreign licensees that manufacture certain of its surface protection and other cushioning products in Australia, Chile, England, Germany, Italy, Japan, South Africa and Sweden. Licensing revenues are not material to the Company's consolidated financial statements.
During 1993, 1992 and 1991, foreign net sales represented approximately 27%, 30% and 32%, respectively, of the Company's total net sales, while operating profit from foreign operations represented approximately 20%, 25% and 32%, respectively, of the Company's total operating profit. For a discussion of the factors affecting these changes in foreign net sales and operating profit, see Management's Discussion and Analysis of Results of Operations and Financial Condition, which appears in the Company's 1993 Annual Report to Stockholders and is incorporated by reference into Item 7 of this Annual Report on Form 10-K. In maintaining its foreign operations, the Company runs the risks inherent in such operations, including those of currency fluctuations.
Marketing, Distribution and Customers
The Company employs several hundred sales and account representatives in the countries in which it has operations who market the Company's products through a large number of distributors, fabricators and converters as well as directly to end users. In the United States and certain other countries, the Company has separate sales and marketing groups for its engineered products, its surface protection and other cushioning products, its food packaging products and certain of its other products. These groups often work together to develop market opportunities for the Company's products.
To assist its marketing efforts and to provide specialized customer services, the Company maintains packaging laboratories in many of its United States and foreign facilities. These laboratories are staffed by professional packaging engineers and equipped with drop-testing and other equipment used to develop and test cost-effective package designs to meet the particular protective packaging requirements of each customer. Certain of these laboratories also design and construct molds for Instapak(R) packaging customers who prefer to use preformed foam cushions.
The Company has no material long-term contracts for the distribution of its protective packaging products. In 1993, no customer or affiliated group of customers accounted for as much as 5% of the Company's consolidated net sales.
Raw Materials
The raw materials utilized in the Company's operations generally have been readily available on the open market and are purchased from several suppliers, reprocessed from scrap generated in the Company's manufacturing operations or obtained through participation in recycling programs. The principal raw materials used in the Company's operations include polyethylene resins and films, polyurethane chemicals, and paper and wood pulp products (including recycled or reprocessed paper products, resins, films and chemicals) and blowing agents used in foam products.
Product Development
The Company incurred expenses of $9,168,000 related to Company-sponsored research and development in 1993 compared with $9,414,000 during 1992 and $9,876,000 during 1991. The Company maintains a continuing effort to develop new products based on its existing product lines as well as new packaging and non- packaging applications for its products. The Company also maintains ongoing efforts to add or increase recycled or reprocessed content in its product lines.
Patents and Licenses
The Company is the owner or licensee of a number of United States and foreign patents and patent applications that relate to certain of its products, manufacturing processes and equipment. While some of these patents and licenses, as well as certain trademarks which the Company owns, offer some protection and competitive advantage for the Company's products and their manufacture, the Company believes that its success depends primarily on its marketing, engineering and manufacturing skills and on its research and product technology.
Competition
The Company's engineered products and its surface protection and other cushioning products compete with similar products made by others and with a number of other packaging materials, including various forms of paper packaging products, expanded plastics, corrugated die cuts, loosefill packaging materials, and, for protective mailers, also with envelopes, reinforced bags, boxes and other containers and various corrugated materials. Heavy-duty applications of the Company's engineered products also compete with various types of molded foam plastics, fabricated foam plastics and mechanical shock mounts and with wood blocking and bracing systems. Certain firms producing competing products are well established and may have greater financial resources than the Company. Competition for most of the Company's protective packaging products is based primarily on packaging performance characteristics, service and price. As discussed below under "Environmental Matters," the Company is also subject to competitive factors affecting packaging materials that are based upon customers' environmental preferences.
Because of the light but bulky nature of the Company's air cellular, polyethylene foam and protective mailer products, significant freight savings may be realized by locating manufacturing facilities for these products near markets. To realize the benefit of such savings, the Company has facilities for manufacturing these products in various locations in proximity to major markets in North America and Europe. The Company believes that it is the leading manufacturer of air cellular cushioning materials containing a barrier layer and polyurethane foam packaging systems in the geographic areas in which it sells these products.
There are a number of competing manufacturers of food packaging products in the United States, Canada and Europe. The Company believes that its Dri-Loc(R) products have a competitive advantage over conventional pads because of their efficiency and aesthetic appearance. Conventional pads and display case liners compete primarily on the basis of price, absorbency and service. The Company believes it is one of the leading suppliers of meat, fish and poultry absorbent pads to supermarkets and poultry processors in the United States.
Environmental Matters
The Company, like other manufacturers, is subject to various laws, rules and regulations in the countries, jurisdictions and localities in which it operates regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. The Company believes that compliance with current environmental laws and regulations has not had a material effect on the Company's capital expenditures or financial position.
In response to the United States Clean Air Act Amendments of 1990 and regulations thereunder, which prohibit the sale of packaging foams manufactured with chlorofluorocarbons ("CFCs") and hydrochlorofluorocarbons ("HCFCs") in the United States after the end of 1993, and the Montreal Protocol, as amended, during 1993 the Company completely eliminated the use of CFC and HCFC blowing agents in its polyurethane and polyethylene foam products and processes. The Company's capital expenditures for environmentally related projects related to such transition have not been material.
In some jurisdictions in which the Company's packaging products are sold or used, laws and regulations have been adopted or proposed that seek to regulate, among other things, recycled or reprocessed content, sale or disposal of packaging materials. In addition, customer demand has increased during the last few years for packaging materials that are viewed as being "environmentally responsible" and that minimize the generation of solid waste. While these issues have become a competitive factor in the marketplace for packaging materials, the Company maintains active programs designed to comply with these laws and regulations, to monitor their evolution, and to meet such customer demand. The Company believes that its protective packaging materials offer superior packaging protection, enabling customers to achieve lower package cube and weight using the Company's protective packaging materials than with many alternative packaging methods, thereby reducing the disposal of damaged products as well as the generation of packaging waste. Because the Company offers both plastic-based and paper-based protective packaging materials, customers can select the protective packaging materials that they consider to best meet their performance and cost needs and environmental preferences. A number of the Company's product lines incorporate recycled or reprocessed content, and the Company maintains ongoing efforts to add or increase recycled or reprocessed content in many of its product lines.
The Company also supports its customers' interests in eliminating waste by offering or participating in collection programs for certain of the Company's products or product packaging and for materials used in certain of the Company's products, including a program with Dow Chemical Company aimed at recovering and recycling polyethylene materials from customers, an Instapak(R) foam return program with return sites throughout the United States, collection programs for packaging materials in Germany and elsewhere in Europe, and local newspaper collection programs to obtain materials used to produce Jiffy(TM) padded mailers and certain other products. Whenever possible, materials collected through these collection programs are reprocessed and either reused in the Company's operations or offered to other manufacturers for use in other products. Certain of the Company's protective packaging products can be reused and, as an alternative to recycling or disposal in solid waste landfills, are suitable fuel sources for waste-to-energy conversion facilities.
Employees
At December 31, 1993, the Company had approximately 2,750 employees, with approximately 250 employees covered by collective bargaining agreements. The Company believes that its employee relations are satisfactory.
Item 2.
Item 2. Properties
The Company's products are manufactured at twenty-two locations in the United States, three other locations in North America, including facilities in Puerto Rico, Canada and Mexico, nine locations in Europe, including facilities in England, France, Germany, Italy, the Netherlands, Spain and Sweden, and four locations in the Far East, including facilities in Hong Kong, Malaysia, Singapore and Taiwan.
In the United States, the Company's Instapak(R) products are manufactured at a facility in Connecticut and its surface protection and other cushioning products, its food packaging products and certain of its other products are manufactured at facilities in California, Illinois, Massachusetts, Mississippi, New Jersey, New York, North Carolina, Pennsylvania and Texas. The Company occupies other facilities containing sales, technical or administrative offices at several locations in the United States and abroad and maintains sales offices in Belgium and Japan.
The Company owns twenty-one of its manufacturing facilities, certain of which are owned subject to mortgages or similar financing arrangements. The balance of the Company's manufacturing facilities are located in leased premises. The Company's manufacturing facilities are located in general purpose buildings in which the Company's specialized machinery for the manufacture of one or more products is contained.
Item 3.
Item 3. Legal Proceedings
In December 1992, the United States Environmental Protection Agency ("EPA") issued a unilateral administrative order under Section 106 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), to the Company and approximately sixteen other persons, including several major corporations, whom it alleged to be potentially responsible parties ("PRPs"), ordering the listed PRPs to undertake certain interim remedial actions at a National Priorities List site known as the Skinner Landfill in West Chester, Ohio (the "Site"). The Company understands that the EPA designated the Company as a PRP for the Site based on the EPA's allegation that the Company is a successor to a company that the EPA alleges disposed of wastes at the Site in the years 1958 through 1963. Based upon the information currently available about the Site, the Company believes that there is no basis for the EPA's position that the Company should be properly designated as a PRP with respect to the Site, and accordingly the Company advised the EPA that it did not intend to comply with the order. To the Company's knowledge, the EPA has not yet determined whether to commence an action to attempt to enforce the order against the Company. However, the Company believes, based upon the available information about the Site, that it had sufficient cause not to comply with the order, and the Company intends to defend its position should such an action be commenced.
The Company is also involved in various lawsuits and administrative and other proceedings (including environmental proceedings relating to superfund sites and other alleged clean- up obligations) incidental to its business. The Company believes that the outcome of any such lawsuits or other proceedings (including the environmental matter described above) will not have a material adverse effect on its consolidated financial statements.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's stockholders during the fourth quarter of 1993.
Executive Officers of the Registrant
The information appearing in the following table sets forth the current position or positions held by each executive officer of the Company, his age as of March 15, 1994, the year in which he first was elected to his current position and the year in which he first was elected an officer of the Company:
Name and Age as of First Elected to First Elected Current Position March 15, 1994 Current Position an Officer
T. J. Dermot Dunphy 61 1971 1971 President, Chief Executive Officer and Director
Elmer N. Funkhouser III 52 1984 1982 Senior Vice President
William V. Hickey 49 1990 1980 Senior Vice President- Finance
Warren H. McCandless 53 1991 1990 Senior Vice President
Dale Wormwood 59 1991 1989 Senior Vice President
Peter B. Ayrton 59 1992 1992 Vice President
James A. Bixby 50 1990 1990 Vice President
Bruce A. Cruikshank 51 1990 1990 Vice President
Jean-Luc Debry 48 1992 1992 Vice President
Robert A. Pesci 48 1990 1990 Vice President
Horst Tebbe 53 1986 1986 Vice President
Robert M. Grace, Jr. 47 1981 1981 General Counsel and Secretary
All of the Company's officers serve at the pleasure of the Board of Directors. All officers have been employed by the Company or its subsidiaries for more than five years. In December 1989, Mr. Funkhouser entered into an agreement with the U.S. Department of Justice pursuant to which he pled guilty to a misdemeanor charge relating to willful disclosure of a false document prepared and filed by a former employee of the Company with the U.S. Department of the Treasury.
There are no family relationships among any of the Company's officers or directors.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information appearing under the caption "Common Stock Information" in the Company's 1993 Annual Report to Stockholders is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
The information appearing under the caption "Selected Financial Data" in the Company's 1993 Annual Report to Stockholders is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information appearing under the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition" in the Company's 1993 Annual Report to Stockholders is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
Interim Financial Information (Unaudited)
The information appearing under the caption "Interim Financial Information (Unaudited)" in the Company's 1993 Annual Report to Stockholders is incorporated herein by reference.
Financial Statements and Schedules
See Index to Consolidated Financial Statements and Schedules on page of this Annual Report on Form 10-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There has been no change in the independent auditors of the Company's financial statements during 1992 or 1993 or subsequent thereto.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Part of the information required in response to this Item is set forth in Part I of this Annual Report on Form 10-K under the caption "Executive Officers of the Registrant," and the balance will be set forth in the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders under the caption "Information Concerning Nominees." All such information is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
The information required in response to this Item will be set forth in the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders under the caption "Directors' Compensation" and under the subheadings "Summary Compensation Table" and "Compensation Committee Interlocks and Insider Participation" under the caption "Executive Compensation," and such information is incorporated herein by reference. Such incorporated information does not include the information under the subheadings "Report of Organization and Compensation Committee on Executive Compensation" and "Common Stock Performance Comparison" under the caption "Executive Compensation" in such Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required in response to this Item will be set forth in the Company's Proxy Statement for its 1994 Annual Meeting of Stockholders under the caption "Voting Securities," and such information is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as a part of this Annual Report on Form 10-K:
(i) Financial Statements and Financial Statement Schedules
See Index to Consolidated Financial Statements and Schedules on page herein.
(ii) Exhibits
Exhibit Description Number
3.1 Unofficial Composite Certificate of Incorporation of the Company as currently in effect. (Exhibit (2)(B) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1992, File No. 1-7834, is incorporated herein by reference.)
3.2 Amendment to the By-Laws of the Company adopted on December 16, 1993.
3.3 By-Laws of the Company as currently in effect.
4 Indenture dated as of July 1, 1989 between the Company and The First National Bank of Boston, as Trustee. (Exhibit 4.1 to the Company's Registration Statement on Form S-2, Registration No. 33-28940, is incorporated herein by reference.)
10.1 Contingent Stock Plan of the Company, as amended. (Exhibit 4(c) to the Company's Registration Statement on Form S-8, Registration No. 33-41734, is incorporated herein by reference.)*
10.2 Restricted Stock Plan for Non-Employee Directors of the Company. (Exhibit A to the Company's Proxy Statement for the annual meeting held on May 17, 1991, File No. 1-7834, is incorporated herein by reference.)*
10.3 Revolving Credit Agreement between United Jersey Bank and the Company dated March 10, 1994.
13 Portions of the Company's 1993 Annual Report to Stockholders that are incorporated by reference into this Annual Report on Form 10-K.
22 Subsidiaries of the Company.
24 Consent of KPMG Peat Marwick.
*Compensatory plan or arrangement of management required to be filed as an exhibit to this report on Form 10-K.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the fiscal quarter ended December 31, 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SEALED AIR CORPORATION (Registrant)
Date: March 22, 1994 By T. J. DERMOT DUNPHY T. J. Dermot Dunphy President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
By T. J. DERMOT DUNPHY March 22, 1994 T. J. Dermot Dunphy President and Director (Principal Executive Officer)
By WILLIAM V. HICKEY March 22, 1994 William V. Hickey Senior Vice President-Finance (Principal Financial Officer and Principal Accounting Officer)
By JOHN K. ARMSTRONG March 22, 1994 John K. Armstrong Director
By JOHN K. CASTLE March 22, 1994 John K. Castle Director
By LAWRENCE R. CODEY March 22, 1994 Lawrence R. Codey Director
By CHARLES F. FARRELL, JR. March 22, 1994 Charles F. Farrell, Jr. Director
By DAVID FREEMAN March 22, 1994 David Freeman Director
By SHIRLEY A. JACKSON March 22, 1994 Shirley A. Jackson Director
By ALAN H. MILLER March 22, 1994 Alan H. Miller Director
By R. L. SAN SOUCIE March 22, 1994 R. L. San Soucie Director
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SEALED AIR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES Years ended December 31, 1993, 1992 and 1991
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SEALED AIR CORPORATION AND SUBSIDIARIES Index to Consolidated Financial Statements and Schedules
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Independent Auditors' Report *
Financial Statements: Consolidated Statements of Earnings for the years ended December 31, 1993, 1992 and 1991 * Consolidated Balance Sheets - December 31, 1993 and 1992 * Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 31, 1993, 1992 and 1991 * Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991 * Notes to Consolidated Financial Statements *
Independent Auditors' Report on Schedules
Schedules: V - Property, Plant and Equipment VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment VIII - Valuation and Qualifying Accounts IX - Short-Term Borrowings X - Supplementary Income Statement Information
______________________________ *The information required appears on pages 17 through 30 of the Company's 1993 Annual Report to Stockholders and is incorporated by reference into this Annual Report on Form 10-K.
All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
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The Board of Directors and Shareholders Sealed Air Corporation:
Under date of January 19, 1994, we reported on the consolidated balance sheets of Sealed Air Corporation and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of earnings, shareholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 1993, as contained in the 1993 annual report to shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1993. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
S/KPMG Peat Marwick KPMG Peat Marwick
Short Hills, New Jersey January 19, 1994
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