h  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2014

 

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Registrant’s telephone number, including area code: 201-791-7600

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

---

 

Item 4.01 Change in Registrant’s Certifying Accountant.

(a) On November 11, 2014, the Audit Committee of the Board of Directors (the “Audit Committee”) of Sealed Air Corporation (“Sealed Air” or the “Company”) approved the selection of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 following a competitive search process. The competitive search process involved several international registered public accounting firms. The Company’s current independent registered public accounting firm, KPMG LLP (“KPMG”), was notified on November 11, 2014, that it will not be retained as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. KPMG’s engagement as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, is unaffected by the selection of EY, as KPMG’s dismissal will become effective upon the completion of KPMG’s audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2014 and the filing of the related Annual Report on Form 10-K.

The audit reports of KPMG on the consolidated financial statements of Sealed Air and its subsidiaries as of and for the years ended December 31, 2013 and 2012 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2013 and 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2013 and 2012, and the subsequent interim period through November 11, 2014, there were (i) no disagreements between Sealed Air and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Sealed Air provided KPMG with a copy of this Form 8-K and requested KPMG to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter, dated November 14, 2014, is filed as Exhibit 16 to this Form 8-K.

(b) On November 11, 2014, the Audit Committee approved the selection of EY to serve as Sealed Air’s independent registered public accounting firm for the fiscal year ending December 31, 2015. During the fiscal years ended December 31, 2013 and 2012, and the subsequent interim period through November 11, 2014, neither Sealed Air nor anyone on its behalf has consulted with EY, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Sealed Air’s consolidated financial statements, in any case where a written report or oral advice was provided to Sealed Air that EY concluded was an important factor considered by Sealed Air in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

---

 

Item 9.01 Financial Statements and 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 undersigned, hereunto duly authorized.

 

 

 

 

---

 

EXHIBIT INDEX

 

 

 

 

 

November 14, 2014

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen

We are currently principal accountants for Sealed Air Corporation (the Company) and, under the date of February 28, 2014, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2013 and 2012, and the effectiveness of internal control over financial reporting as of December 31, 2013. On November 11, 2014, we were notified that the Company engaged Ernst & Young LLP (“EY”) as its principal accountant for the year ending December 31, 2015 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of Sealed Air Corporation’s consolidated financial statements as of and for the year ending December 31, 2014 and the effectiveness of internal control over financial reporting as of December 31, 2014, and the issuance of our report thereon. We have read the Company’s statements included under Item 4.01 of its Form8-K dated November 14, 2014, and we agree with such statements, except that we are not in a position to agree or disagree that the change was approved by the Audit Committee of the Company’s Board of Directors, and we are not in a position to agree or disagree with the Company’s statement that EY were not engaged regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or the effectiveness of internal control over financial reporting.

Very truly yours,