SEE Sealed Air Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM SD

Specialized Disclosure Report

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-12139	65-0654331
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2415 Cascade Pointe Boulevard Charlotte, North Carolina		28208
(Address of Principal Executive Offices)		(Zip Code)

Angel S. Willis

Vice President, General Counsel & Secretary

980-221-3235

(Name and telephone number, including area code, of the person to contact in connection with this report)

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Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

Section 1 - Conflict Minerals Disclosure

Item 1.01

Conflict Minerals Disclosure and Report

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Conflict Minerals Rule”), Sealed Air Corporation (“Sealed Air” or the “Company”) is filing this Form SD to disclose information relating to the Company’s use and sourcing of columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin and tungsten (“3TG” or “Conflict Minerals”).

The Company has determined that during the reporting period January 1, 2023 to December 31, 2023, certain of the products the Company manufactured or contracted to manufacture contained 3TG that was necessary to the functionality or production of those products. Sealed Air conducted a reasonable country of origin inquiry (“RCOI”) designed to determine whether any of the 3TG originated in the Democratic Republic of the Congo or an adjoining country (together, a “Covered Country”) and whether any of the 3TG originated from recycled or scrap sources. Based on this RCOI, Sealed Air determined that certain of the 3TG likely originated in the Covered Countries and did not originate from recycled or scrap sources. Accordingly, Sealed Air exercised due diligence on the source and chain of custody of such 3TG and has filed a Conflict Minerals Report for calendar year 2023 (the “2023 Conflict Minerals Report”). The Company’s 2023 Conflict Minerals Report is attached hereto as Exhibit 1.01 and is publicly available at ir.sealedair.com/reports-filings/sec-filings.

The Company’s 2023 Conflict Minerals Report, as required by Item 1.02, is attached as Exhibit 1.01 to this Form SD.

Section 3 - Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Exhibit 1.01

 

Sealed Air Corporation

Conflict Minerals Report

For the Year Ended December 31, 2023

 

This Conflict Minerals Report has been prepared pursuant to Rule 13p-1 of the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period from January 1 to December 31, 2023 (the “Report Year”). This Conflict Minerals Report describes Sealed Air Corporation’s (“Sealed Air,” the “Company,” “we,” “our,” or “us”) reasonable country of origin inquiry (“RCOI”) and due diligence on the source and chain of custody of gold, columbite-tantalite (coltan), cassiterite, wolframite, or their derivatives, which are limited to tantalum, tin and tungsten (“3TG” or “Conflict Minerals”) that are necessary to the production or functionality of products that Sealed Air manufactured or contracted to manufacture during the Report Year. We are several steps removed from the mining and processing of the 3TG used in the components for our products. Accordingly, our due diligence process focused on our suppliers, and we rely on them to assist with both our RCOI and due diligence process, including the identification of smelters or refiners (“SORs”) in the supply chain and the countries of origin of 3TG sourced by the identified SORs.

 

The information in this report covers the activities of Sealed Air and all of its consolidated subsidiaries, other than any acquired companies that are not yet required to be included in this report.

 

 

Sealed Air, a corporation organized under the laws of Delaware, 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. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials.

 

Our portfolio of solutions includes leading brands such as CRYOVAC^® brand food packaging, LIQUIBOX^® liquids systems, SEALED AIR^® brand protective packaging, AUTOBAG^® brand automated packaging systems and BUBBLE WRAP^® brand packaging.

 

 

This Conflict Minerals Report relates to products (i) for which 3TGs are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during the Report Year. Through a screening process, the Company determined that, to the best of our knowledge, customer equipment and other select products of the Company, referred to collectively as the “Covered Products,” contain 3TG or have a high likelihood of containing 3TG, as these products contain electronic components. More specifically, the “Covered Products” may contain necessary 3TGs as follows:

 

•

Tantalum, used in capacitors and certain alloys;

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Tin, used in soldered components;

•

Tungsten, used in coatings and certain alloys; and

•

Gold, used in circuit boards and electronic components.

 

Our supply chain includes 475 different in-scope suppliers. Because of our size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it is challenging to identify actors upstream from our direct suppliers. There are many tiers of suppliers and sub-suppliers between the Company and the SORs that process the 3TG that is contained in each particular product manufactured or contracted to be manufactured by Sealed Air. Therefore, it is inherently difficult to determine the ultimate source of 3TG in the products we manufacture. As a result, we rely on our direct suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us - including sources of 3TG that are supplied to them from lower tier suppliers.

 

We maintain contract terms applicable to the majority of our suppliers with regard to 3TG. Those terms require suppliers to certify that, unless otherwise specified in writing, the products do not contain any 3TG, and further require that the suppliers respond to reasonable requests from the Company in connection with its compliance with Section 1502 of the Dodd-Frank Act.

 

 

We conducted a RCOI reasonably designed to determine whether the 3TG in our products in the Report Year originated from the Covered Countries or are from recycled or scrap sources in accordance with the requirements of the Rule. The Covered Countries are the Democratic Republic of the Congo (“DRC”) and its adjoining countries (Angola, Burundi, Republic of the Congo, Central African Republic, Rwanda, South Sudan, Tanzania, Uganda and Zambia). As part of its RCOI, and with the assistance of a third-party consultant, Assent Inc. (“Assent”), the Company engaged its potential 3TG suppliers to collect information regarding the presence and sourcing of 3TG in its products. Suppliers were asked to complete and submit, within a certain time frame, the joint Electronic Industry Citizen Coalition (“EICC”) and Global e-Sustainability Initiative (“GeSI”) EICC-GeSI Conflict Minerals Reporting Template v. 6.10 or higher (“CMRT”) via the Assent Compliance Manager (ACM), a SaaS platform provided by Assent that enables its users to complete and track supplier communications as well as allow suppliers to upload completed CMRTs directly to the platform for assessment and management. The CMRT is a standardized reporting template developed by the Responsible Minerals Initiative (“RMI”) that requests, among other things, information regarding country of origin of 3TG supplied to the Company and the SORs in the supply chain. Assent followed up with all unresponsive suppliers through a defined process via both automated emails and one-on-one emails, including offering assistance and training and education to guide suppliers on best practices of this template, as well as the requirements of the Rule and the Company’s expectations. Based on the RCOI, Sealed Air determined that certain of our 3TG likely originated in the Covered Countries and did not come from 100% recycled or scrap sources. Accordingly, Sealed Air exercised due diligence on the source and chain of custody of such 3TG and is filing this Conflict Minerals Report for the Report Year.

 

 

Design of Due Diligence

 

Sealed Air designed its due diligence process to conform with the due diligence framework in the Organization of Economic Co-operation and Development Due Diligence (“OECD”) Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition and related Supplements on Tin, Tantalum and Tungsten and on Gold (collectively the “OECD Guidance”). The OECD Guidance identifies five steps for due diligence that should be implemented and provides guidance as to how to achieve each step. We developed our due diligence process to address each of these five steps, namely:

 

1.

Establishing strong company management systems regarding conflict minerals;

2.

Identifying and assessing risks in our supply chain;

3.

Designing and implementing a strategy to respond to identified risks in our supply chain;

4.

Utilizing independent third-party audits of supply chain diligence; and

Step One - Establish Strong Company Management Systems

 

Conflict Minerals Policy

 

We have adopted a Conflict Minerals Policy, which is posted on our website at sealedair.com/company/our-company/ethics-compliance.

 

Internal Team and Training

 

The Company has established an internal management team responsible for executing our Conflict Minerals due diligence process and reporting compliance. Our Conflict Minerals team is overseen by the General Counsel and a team of subject matter experts from relevant functions such as quality, supply chain, operations, finance and legal. The team of subject matter experts is responsible for implementing our Conflict Minerals compliance strategy. Senior management is briefed about the results of our due diligence efforts.

 

We, in cooperation with Assent, have developed internal training programs to educate anyone within the Company who is a potential contact point for suppliers or other external parties regarding the Company’s Conflict Minerals compliance efforts. We intend to review our training programs at least annually to make sure they are continuously aligned with current regulations, our initiatives, and the tools we use.

 

Control Systems

 

As previously noted, the Company engaged Assent to facilitate supplier engagement and assist the Company in collecting, analyzing, verifying, and storing supplier-provided data and performing due diligence for the Conflict Minerals program. Data regarding the presence and sourcing of 3TG in materials, goods and components supplied to the Company was collected from suppliers utilizing the CMRT, a standardized reporting template developed by the RMI.

 

Our controls also include our Code of Conduct, which outlines expected behaviors for all our employees.

 

Supplier Engagement

 

We rely on our direct suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us - including sources of 3TG that are supplied to them from lower tier suppliers.

 

In accordance with the OECD requirement to strengthen engagement with suppliers, we have, in cooperation with Assent, provided educational materials to suppliers on the Conflict Minerals regulations as well as relevant SEC reporting requirements (as discussed further below). In addition, we have leveraged our existing communications framework, specifically through our procurement personnel, to encourage supplier interactions with Assent and to impress on our suppliers the importance of completing the Conflict Minerals surveys. It has also allowed for our supplier communications to be more focused and to ensure expectations are clear.

 

Additionally, as noted, the majority of our supplier contracts require suppliers to certify that, unless otherwise specified in writing, the products do not contain any 3TG, and further require that the suppliers respond to reasonable requests from the Company in connection with its compliance with Section 1502 of the Dodd-Frank Act.

 

We put a strong emphasis on supplier education and training. To accomplish this, we utilized Assent’s Learning Management System, Assent University, and provided all in-scope suppliers access to their Conflict Minerals training course. This training is tracked and evaluated based on completion. All suppliers are encouraged to complete all modules within this course.

 

Grievance Mechanism

 

We have in place a grievance mechanism whereby employees and suppliers can report violations of the Company’s policies, including concerns with regard to Conflict Minerals. Employees and suppliers can raise concerns by emailing at contact.us@sealedair.com.

 

Records Maintenance

 

We have retained all relevant documentation from our RCOI and due diligence. Our policy related to relevant documentation of our Conflict Minerals compliance process requires that documentation be retained for a period of at least five years. All of the information and findings from this process is stored in a database that can be audited by internal or external parties.

 

Step Two - Identify and Assess Risk in Our Supply Chain

 

Supplier Risk Assessment

 

Because of our size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it is challenging for us to identify suppliers other than our direct suppliers. After conducting a risk-based assessment of our direct suppliers, we identified 475 different in-scope direct suppliers. We rely on suppliers whose materials or components contain 3TG to provide us with information about the source of 3TG contained in those materials or components. Our direct suppliers similarly rely upon information provided by their suppliers. Many of the largest suppliers either are SEC registrants and subject to the Rule or are suppliers to other SEC registrants that are subject to the Rule.

 

We determine supplier risk based on the chances that a supplier provides 3TG that may originate from non-conflict free sources. The value of this risk is calculated based on the risk ratings of the SORs declared by that supplier on their CMRT. Additionally, suppliers are evaluated on program strength (further assisting in identifying risk in the supply chain). Evaluating and tracking the strength of the program can assist in making key risk mitigation decisions as the program progresses. The criteria used to evaluate the strength of the supplier’s program are their answers to questions A, E, G and H on the Declaration tab of the CMRT:

 

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Does the supplier have a policy in place that includes DRC conflict-free sourcing?

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Has the supplier implemented due diligence measures for conflict-free sourcing?

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Does the supplier verify due diligence information received from its suppliers?

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Does the supplier’s verification process include corrective action management?

When a supplier meets these criteria, the supplier is deemed to have a strong program. When a supplier does not meet these criteria, the supplier is deemed to have a weak program.

 

As part of our risk management plan and to ensure suppliers understand our expectations, we have, through Assent, provided video and written training on Conflict Minerals and the CMRT. This training includes instructions on completing the form and one-on-one email and phone discussions with supplier personnel.

 

Supplier Surveys

 

Tracing materials back to their mine or location of origin is a complex aspect of responsible sourcing in our supply chain. We have determined that seeking information about 3TG SORs in our supply chain represents the most reasonable effort we can make to determine the mines or locations of origin of the 3TG in our supply chain.

 

Our primary means of determining the origin of our 3TG for the Report Year was by conducting a supply chain survey to our direct suppliers using the CMRT. This supply chain survey, and Sealed Air’s Conflict Minerals program as a whole, has been developed and implemented in cooperation with Assent.

 

Assent provided each supplier a copy of the EICC-GeSI reporting CMRT to complete for purposes of Conflict Minerals tracking. Assent and/or members of the Sealed Air supply chain team made at least three follow-up inquiries to each supplier that did not respond to our initial survey, either by phone or email or both. The Assent software platform automatically reviewed the responses against criteria developed to determine which required further engagement with our suppliers. These criteria included incomplete responses as well as inconsistencies within the data reported in the CMRT. Assent worked directly with those suppliers to provide revised responses.

 

Once surveys were returned, Assent reviewed and attempted to match each verified SOR identified in the completed surveys to available lists of SORs that have been validated as conflict free under internationally recognized schemes such as the RMI Conflict-Free Smelter Program (“RMAP”). If a SOR was not validated by the RMAP, Assent either attempted to contact the SOR to gather more information about its sourcing practices or conducted Internet research to determine whether there are any additional publicly available sources of information regarding the SOR’s sourcing practices.

 

In accordance with OECD Guidelines, it is important to identify and assess risks associated with 3TGs in the supply chain. Risks were identified by assessing the due diligence practices of smelters and refiners identified in the supply chain by upstream suppliers that listed mineral processing facilities on their CMRT declarations. Assent compared these facilities listed in the responses to the list of smelters and refiners maintained by the RMI to ensure that the facilities met the RMI definition of a 3TG processing facility that was operational during the Report Year.

 

In order to assess the risk that any of these smelters posed to our supply chain, Assent determined if the smelter had been audited against a standard in conformance with the OECD Guidance, such as the RMAP. We do not typically have a direct relationship with 3TG smelters and refiners and do not perform direct audits of these entities within our supply chain. Smelters that have completed an RMAP audit are considered to be DRC conflict free. In cases where the smelter’s due diligence practices have not been audited against the RMAP standard, a potential supply chain risk exists.

 

As of May 6, 2024, we have validated 352 smelters or refiners and are working to validate the additional smelter entries from the submitted CMRTs. Due to the provision of primarily supplier-level CMRTs, we cannot definitely determine their connection to the Covered Products.

 

Each facility that meets the RMI definition of a smelter or refiner of a 3TG mineral is assessed according to smelter of interest indicators defined in the OECD Guidance. Assent uses numerous factors to determine the level of risk that each smelter poses to the supply chain by identifying smelters of interest. These factors include:

 

•

Geographic proximity to the DRC and covered countries;

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Known mineral source country of origin;

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Responsible Minerals Assurance Process (RMAP) audit status;

•

Credible evidence of unethical or conflict sourcing; and

•

Peer Assessments conducted by credible third-party sources.

Based on these criteria the following facilities have been identified as smelters of interest in their supply chain:

 

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African Gold Refinery Limited (AGR) – CID003185

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Artek LLC – CID003553

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AU Traders and Refiners – CID002850

•

Emirates Gold DMCC – CID002561

•

Fidelity Printers and Refiners – CID002515

•

Gejiu Kai Meng Industry and Trade LLC – CID000942

•

Gejiu Zili Mining and Metallurgy Co., Ltd. – CID000555

•

GGC Gujrat Gold Centre Pvt. Ltd. – CID002852

•

Hunan Jintai New Material Co., Ltd. – CID000769

•

Hydrometallurg, JSC – CID002649

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Industrial Refining Company - CID002587

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JSC “Kirovgrad Hard Alloys Plant” – CID003408

•

JSC Ekaterinburg Non-Ferrous Metal Processing Plant – CID000927

•

JSC Novosibirsk Refinery – CID000493

•

JSC Uralectromed – CID000929

•

Kaloti Precious Metals - CID002563

•

Kyshtym Copper-Electrolytic Plant ZEO – CID002865

•

Lingbao Gold Co., Ltd. – CID001056

•

LLC Vostok – CID003643

•

Moliren Ltd. – CID002845

•

Moscow Special Alloys Processing Plant – CID001204

•

Novosibirsk Tin Combine – CID001305

•

NPP Tyazhmetprom LLC – CID003416

•

OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastsvetmet) – CID001326

•

OOO “Technolom” 1 – CID003614

•

OOO “Technolom” 2 – CID003612

•

Pongpipat Company Limited – CID003208

•

Prioksky Plant of Non-Ferrous Metals – CID001386

•

PT Panca Mega Persada – CID001457

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Samduck Precious Metals – CID001555

•

Singway Technology Co., Ltd. – CID002516

•

SOE Shyolkovsky Factory of Secondary Precious Metals – CID001756

•

Solikamsk Magnesium Works OAO – CID001769

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Sudan Gold Refinery - CID002567

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Umicore Precious Metals Thailand – CID002314

•

Unecha Refactory metals plant – CID002724

•

VQB Mineral and Trading Group JSC – CID002015

•

Yunnan Copper Industry Co., Ltd. – CID000197

As part of our risk management plan under the OECD Guidance, when these facilities were reported on a CMRT by one of the suppliers surveyed, risk mitigation activities are initiated. Through Assent, submissions that include any of the above facilities immediately produce a receipt instructing the supplier to take their own risk mitigation actions, including submission of a product specific CMRT to better identify the connection to products that they supply to Sealed Air, and escalating up to removal of these smelters of interest from their supply chain.

 

As per the OECD Guidance, risk mitigation will depend on the supplier’s specific context. Suppliers are given clear performance objectives within reasonable timeframes with the ultimate goal of progressive elimination of these smelters of interest from the supply chain. In addition, suppliers are guided to the Assent University learning platform to engage in educational materials on mitigating the risk of smelters or refiners on the supply chain.

 

Step Three - Design and Implement a Strategy to Respond to Risks

 

The Company maintains a risk management plan to respond to risks identified in the above-described risk assessment. The Company’s Conflict Minerals program is implemented, managed and monitored in accordance with this risk management plan.

 

The Company’s Conflict Minerals team provides updates to senior management of the Company in connection with the Conflict Minerals Program, including with regard to risk assessment and results of the annual due diligence process.

 

As described in our Conflict Minerals policy, we expect our suppliers to fully support our compliance efforts, including in connection with our due diligence efforts to trace the source and chain of custody of our 3TG. As part of our risk management plan, to ensure suppliers understand our expectations, we provided both video recorded training and documented instructions through Assent, and answered all questions that suppliers requiring further clarification presented to us.

 

Step Four - Carry out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

 

Sealed Air does not have a direct relationship with 3TG SORs and, accordingly, we do not perform direct audits of these entities in our supply chain. Rather, Sealed Air relies on independent third parties to audit and validate SORs.

 

Step Five - Report on Supply Chain Due Diligence

 

This Conflict Minerals Report is being filed with the SEC as an exhibit to our specialized disclosure report on Form SD and is available on our website at ir.sealedair.com/reports-filings/sec-filings.

 

 

As a result of the due diligence efforts described above, we received completed CMRTs from 62.5% of our in-scope direct suppliers as of May 6, 2024. Appendix A lists the SORs identified by our direct suppliers that may have been used to process 3TGs necessary to the functionality or production of our products during the Report Year. For all responses that indicated a SOR, Assent compared the facilities listed to the list of SORs maintained by the RMI. If a supplier indicated that the facility was “Conflict-Free,” Assent confirmed that the name was listed by RMI as such. We have validated 352 SORs to date and we are working to validate the additional SOR entries from the submitted CMRTs. We have not listed in Appendix A any potential SORs that we have not been able to validate. Based on the SOR lists provided by suppliers via the CMRTs and publicly available information regarding the results of sourcing audits by the RMI, we have identified 225 RMAP Conformant SORs. Appendix B includes an aggregated list of the countries of origin from which the reported facilities collectively source 3TGs, based on information provided by our suppliers.

 

The information that we received from a majority of our direct suppliers was at a company-wide level. Therefore, the SORs identified by our direct suppliers contained in Appendix A may include SORs that processed 3TGs that our direct suppliers supplied to their other customers rather than to us. As a result, we are unable to conclusively determine whether the SORs included in Appendix A were used to process the 3TGs necessary to the functionality or production of our products during the Report Year. Because of this uncertainty, we are also unable to conclusively determine whether each of the countries of origin listed in Appendix B was a country of origin of 3TGs in our products during the Report Year, and therefore are unable to conclusively determine the source and chain of custody of those 3TGs. In addition, the third-party audits conducted by the RMI, and the information that we receive from our direct suppliers may yield inaccurate or incomplete information. For example, the information received from our direct suppliers may be incomplete because they may not have received accurate and complete 3TG information from all of the suppliers in their own supply chain. We also do not have access to audit reports or detailed findings of the third-party audits conducted as part of the RMI Responsible Minerals Assurance Process and, as a result, are not responsible for the quality of these audits or the audit findings.

 

 

We have taken, and intend to continue to take, the following steps to mitigate the risk that 3TG contained in products we manufacture or contract to manufacture benefit armed groups:

 

•

Track and add new suppliers as they enter Sealed Air’s supply chain to the Company’s Conflict Minerals program;

•

Engage with suppliers and direct them to training resources to attempt to increase the response rate and improve the content of the supplier survey responses;

•

Begin a targeted engagement plan with suppliers that do not reply or that reply with inaccurate or invalid responses; and

•

Encourage suppliers to use conflict-free SORs in the supply chain.

Understanding the risks associated with the smelters and refiners potentially providing material into our supply chain is an important part of the due diligence process. Through Assent, ongoing analysis is conducted by Assent’s smelter library manager to assess sourcing risk. This information is used to:

 

•

Provide supplier feedback;

•

Determine the health of the Company’s overall program;

•

Conduct outreach to smelters, refiners and their respective associations; and

•

Support the analysis in this report.

 

This Conflict Minerals Report contains forward-looking statements that express certain beliefs, expectations or intentions, including with regard to our compliance efforts and expected actions in this regard. The words “expect,” “intend,” “plan,” “believe,” and “anticipate” and similar expressions may be used to identify these forward-looking statements. These statements are not guarantees of future actions or performance and are subject to various risks, uncertainties and assumptions. Undue reliance should be not be placed on these statements, which are only effective as of the date of this report. Sealed Air undertakes no obligation to publicly update or revise any forward-looking statement, other than as required by law.

 

Appendix A