Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Mar. 30, 2024 | May 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
Current Fiscal Year End Date | --09-28 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-35672 | |
Entity Registrant Name | BERRY GLOBAL GROUP, INC. | |
Entity Central Index Key | 0001378992 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5234618 | |
Entity Address, Address Line One | 101 Oakley Street | |
Entity Address, City or Town | Evansville | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 47710 | |
City Area Code | 812 | |
Local Phone Number | 424-2904 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | BERY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114.4 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Consolidated Statements of Income [Abstract] | ||||
Net sales | $ 3,076 | $ 3,288 | $ 5,929 | $ 6,348 |
Costs and expenses: | ||||
Cost of goods sold | 2,509 | 2,682 | 4,888 | 5,224 |
Selling, general and administrative | 213 | 220 | 448 | 456 |
Amortization of intangibles | 59 | 60 | 119 | 120 |
Restructuring and transaction activities | 87 | 25 | 109 | 37 |
Operating income | 208 | 301 | 365 | 511 |
Other expense | 1 | 1 | 13 | 2 |
Interest expense | 76 | 79 | 148 | 150 |
Income before income taxes | 131 | 221 | 204 | 359 |
Income tax expense | 15 | 47 | 29 | 79 |
Net income | $ 116 | $ 174 | $ 175 | $ 280 |
Net income per share: | ||||
Basic (in dollars per share) | $ 1 | $ 1.44 | $ 1.51 | $ 2.29 |
Diluted (in dollars per share) | $ 0.98 | $ 1.42 | $ 1.48 | $ 2.27 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 116 | $ 174 | $ 175 | $ 280 |
Other comprehensive income (loss), net of tax: | ||||
Currency translation | (70) | 60 | 69 | 201 |
Derivative instruments | 18 | (31) | (59) | (32) |
Other comprehensive income | (52) | 29 | 10 | 169 |
Comprehensive income (loss) | $ 64 | $ 203 | $ 185 | $ 449 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 30, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 494 | $ 1,203 |
Accounts receivable | 1,590 | 1,568 |
Finished goods | 1,070 | 933 |
Raw materials and supplies | 624 | 624 |
Prepaid expenses and other current assets | 286 | 205 |
Total current assets | 4,064 | 4,533 |
Noncurrent assets: | ||
Property, plant and equipment | 4,576 | 4,576 |
Goodwill and intangible assets | 6,589 | 6,684 |
Right-of-use assets | 627 | 625 |
Other assets | 125 | 169 |
Total assets | 15,981 | 16,587 |
Current liabilities: | ||
Accounts payable | 1,332 | 1,528 |
Accrued employee costs | 224 | 273 |
Other current liabilities | 761 | 902 |
Current portion of long-term debt | 24 | 10 |
Total current liabilities | 2,341 | 2,713 |
Noncurrent liabilities: | ||
Long-term debt | 8,690 | 8,970 |
Deferred income taxes | 495 | 573 |
Employee benefit obligations | 193 | 193 |
Operating lease liabilities | 521 | 525 |
Other long-term liabilities | 447 | 397 |
Total liabilities | 12,687 | 13,371 |
Stockholders' equity: | ||
Common stock (114.9 and 115.5 million shares issued, respectively) | 1 | 1 |
Additional paid-in capital | 1,279 | 1,231 |
Retained earnings | 2,340 | 2,320 |
Accumulated other comprehensive loss | (326) | (336) |
Total stockholders' equity | 3,294 | 3,216 |
Total liabilities and stockholders' equity | $ 15,981 | $ 16,587 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares shares in Millions | Mar. 30, 2024 | Sep. 30, 2023 |
Stockholders' equity: | ||
Common stock, shares issued (in shares) | 114.9 | 115.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Cash Flows from Operating Activities: | ||
Net income | $ 175 | $ 280 |
Adjustments to reconcile net cash from operating activities: | ||
Depreciation | 309 | 279 |
Amortization of intangibles | 119 | 120 |
Non-cash interest (income) expense, net | (41) | (27) |
Settlement of derivatives | 23 | 36 |
Deferred income tax | (51) | (51) |
Debt extinguishment | 3 | 0 |
Share-based compensation expense | 30 | 30 |
Loss on divestitures | 57 | 0 |
Other non-cash operating activities, net | 17 | 8 |
Changes in working capital | (653) | (495) |
Changes in other assets and liabilities | 12 | (12) |
Net cash from operating activities | 0 | 168 |
Cash Flows from Investing Activities: | ||
Additions to property, plant and equipment, net | (333) | (385) |
Divestitures, acquisitions and other activities | 47 | (88) |
Net cash from investing activities | (286) | (473) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 2,350 | 500 |
Repayments on long-term borrowings | (2,640) | (583) |
Proceeds from issuance of common stock | 24 | 18 |
Repurchase of common stock | (88) | (333) |
Dividends paid | (70) | (65) |
Other, net | (12) | 11 |
Net cash from financing activities | (436) | (452) |
Effect of currency translation on cash | 13 | 43 |
Net change in cash and cash equivalents | (709) | (714) |
Cash and cash equivalents at beginning of period | 1,203 | 1,410 |
Cash and cash equivalents at end of period | $ 494 | $ 696 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balance at Oct. 01, 2022 | $ 1 | $ 1,177 | $ (403) | $ 2,421 | $ 3,196 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 0 | 280 | 280 |
Other comprehensive income | 0 | 0 | 169 | 0 | 169 |
Share-based compensation | 0 | 30 | 0 | 0 | 30 |
Proceeds from issuance of common stock | 0 | 18 | 0 | 0 | 18 |
Common stock repurchased and other | 0 | (11) | 0 | (322) | (333) |
Dividends paid | 0 | 0 | 0 | (65) | (65) |
Balance at Apr. 01, 2023 | 1 | 1,214 | (234) | 2,314 | 3,295 |
Balance at Dec. 31, 2022 | 1 | 1,199 | (263) | 2,322 | 3,259 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 0 | 174 | 174 |
Other comprehensive income | 0 | 0 | 29 | 0 | 29 |
Share-based compensation | 0 | 7 | 0 | 0 | 7 |
Proceeds from issuance of common stock | 0 | 13 | 0 | 0 | 13 |
Common stock repurchased and other | 0 | (5) | 0 | (150) | (155) |
Dividends paid | 0 | 0 | 0 | (32) | (32) |
Balance at Apr. 01, 2023 | 1 | 1,214 | (234) | 2,314 | 3,295 |
Balance at Sep. 30, 2023 | 1 | 1,231 | (336) | 2,320 | 3,216 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 0 | 175 | 175 |
Other comprehensive income | 0 | 0 | 10 | 0 | 10 |
Share-based compensation | 0 | 30 | 0 | 0 | 30 |
Proceeds from issuance of common stock | 0 | 21 | 0 | 0 | 21 |
Common stock repurchased and other | 0 | (3) | 0 | (85) | (88) |
Dividends paid | 0 | 0 | 0 | (70) | (70) |
Balance at Mar. 30, 2024 | 1 | 1,279 | (326) | 2,340 | 3,294 |
Balance at Dec. 30, 2023 | 1 | 1,265 | (274) | 2,336 | 3,328 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 0 | 116 | 116 |
Other comprehensive income | 0 | 0 | (52) | 0 | (52) |
Share-based compensation | 0 | 9 | 0 | 0 | 9 |
Proceeds from issuance of common stock | 0 | 8 | 0 | 0 | 8 |
Common stock repurchased and other | 0 | (3) | 0 | (78) | (81) |
Dividends paid | 0 | 0 | 0 | (34) | (34) |
Balance at Mar. 30, 2024 | $ 1 | $ 1,279 | $ (326) | $ 2,340 | $ 3,294 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 30, 2024 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited Consolidated Financial Statements of Berry Global Group, Inc. (“the Company,” “we,” or “Berry”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 6 Months Ended |
Mar. 30, 2024 | |
Revenue and Accounts Receivable [Abstract] | |
Revenue | 2. Revenue and Accounts Receivable Our revenues are primarily derived from the sale of non-woven, flexible and rigid products to customers. Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of c onsideration we expect to be entitled to in exchange for transferring the promised goods to the customer using the most likely amount method. Our main source of variable consideration is customer rebates. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The |
Accounts Receivable | Accounts receivable are presented net of allowance for credit losses of $19 million at March 30, 2024 and September 30, 2023. The Company records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented. The Company has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to the Company, are reflected as a reduction of accounts receivable on the Consolidated Balance Sheets and the proceeds are included in the Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows. The fees associated with the transfer of receivables for all programs were not material for any of the periods presented. |
Divestitures and Spin-off
Divestitures and Spin-off | 6 Months Ended |
Mar. 30, 2024 | |
Divestitures and Spin-off [Abstract] | |
Divestitures and Spin-off | 3. Divestitures and Spin-off During fiscal 2024, the Company completed the sale of its Strata and Promens Vehicles businesses, which were operated in the Consumer Packaging International segment for net proceeds of $25 million and $22 million, respectively. In fiscal 2023, the Strata business recorded net sales of $56 million and Promens Vehicles recorded $111 million. In February 2024, the Company announced plans for a spin-off and merger of our Health, Hygiene & Specialties Global Nonwovens and Films business (“HHNF”) with Glatfelter Corporation (“GLT”). Upon the completion of the transaction, shareholders of Berry will own approximately ninety percent of the new combined company in addition to their continuing interest in Berry. The transaction is expected to be tax-free to Berry and its shareholders. The transaction is subject to certain customary closing conditions including, but not limited to, approval by GLT shareholders, the effective filing of related registration statements, completion of a tax-free spin-off and receipt of certain required foreign anti-trust approvals. |
Restructuring and Transaction A
Restructuring and Transaction Activities | 6 Months Ended |
Mar. 30, 2024 | |
Restructuring and Transaction Activities [Abstract] | |
Restructuring and Transaction Activities | 4. Restructuring and Transaction Activities During fiscal 2023, the Company announced several plant rationalizations in all four segments in order to deliver cost savings and optimize equipment utilization. Over the duration of the plan, these plant rationalizations and other cost reduction actions are projected to cost approximately $250 million with the operations savings intended to counter general economic softness. The plant rationalizations are expected to be fully implemented by the end of fiscal 2025. The table below includes the significant components of our restructuring and transaction activities, by reporting segment: Quarterly Period Ended Two Quarterly Periods Ended Restructuring Plans March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Life to date (a) Consumer Packaging International $ 76 $ 12 $ 78 $ 15 71 Consumer Packaging North America 7 7 12 8 35 Health, Hygiene & Specialties 5 5 18 8 25 Flexibles (1 ) 1 1 6 23 Consolidated $ 87 $ 25 $ 109 $ 37 154 (a) Excludes $57 million loss on divestitures (See Note 3) The table below sets forth the activity with respect to the restructuring and transaction activities accrual at March 30, 2024: Restructuring Employee Severance and Benefits Facility Exit Costs Non-cash Impairment Charges Transaction Activities Total Balance as of September 30, 2023 $ 10 $ 1 $ — $ — $ 11 Charges 19 13 4 73 109 Non-cash items — — (4 ) (57 ) (61 ) Cash (16 ) (14 ) — (16 ) (46 ) Balance as of March 30, 2024 $ 13 $ — $ — $ — $ 13 |
Leases
Leases | 6 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Leases | 5. Leases The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. Supplemental lease information is as follows: Leases Classification March 30, 2024 September 30, 2023 Operating leases: Operating lease right-of-use assets Right-of-use assets $ 627 $ 625 Current operating lease liabilities Other current liabilities 123 116 Noncurrent operating lease liabilities Operating lease liability 521 525 Finance leases: Finance lease right-of-use assets Property, plant, and equipment, net $ 29 $ 32 Current finance lease liability Current portion of long-term debt 7 9 Noncurrent finance lease liabilities Long-term debt, less current portion 17 19 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Mar. 30, 2024 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consists of the following: Facility Maturity Date March 30, 2024 September 30, 2023 Term loan (a) July 2026 $ 740 $ 3,090 Term loan (a) July 2029 1,546 — Revolving line of credit June 2028 — — 1.00 (b)(c) January 2025 756 741 1.57 January 2026 1,525 1,525 4.875 July 2026 1,250 1,250 1.65 January 2027 400 400 1.50 (b) January 2027 405 397 5.50 April 2028 500 500 5.65 January 2034 800 — 4.50 February 2026 291 291 5.625 July 2027 500 500 Debt discounts and deferred fees (36 ) (34 ) Finance leases and other Various 37 41 Retired debt — 279 Total long-term debt 8,714 8,980 Current portion of long-term debt (24 ) (10 ) Long-term debt, less current portion $ 8,690 $ 8,970 (a) Effectively 98% fixed interest rate with interest rate swaps (see Note 7). (b) Euro denominated (c) Indicates debt which has been classified as long-term debt in accordance with the Company’s ability and intention to refinance such obligations on a long-term basis.. During fiscal 2024, the Company extended the maturity date of $1,550 million of its outstanding term loans to July 2029, and subsequently issued $800 million aggregate principal amount of 5.65% first priority senior secured notes due 2034. The proceeds were used to prepay the 0.95% First Priority Senior Secured Notes due in February 2024 Debt discounts and deferred financing fees are presented net of Long-term debt, less the current portion on the Consolidated Balance Sheets and are amortized to Interest expense, net on the Consolidated Statements of Income through maturity. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Mar. 30, 2024 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Financial Instruments and Fair Value Measurements | 7. Financial Instruments and Fair Value Measurements In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies. These financial instruments are not used for trading or other speculative purposes. Cross-Currency Swaps The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature June 2024 (€1,625 million) and July 2027 (£700 million). In addition to cross-currency swaps, we hedge a portion of our foreign currency risk by designating foreign currency denominated long-term debt as net investment hedges of certain foreign operations. As of March 30, 2024, we had outstanding long-term debt of €379 million that was designated as a hedge of our net investment in certain euro-denominated foreign subsidiaries. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable). Interest Rate Swaps The primary purpose of the Company’s interest rate swap activities is to manage interest expense variability associated with our outstanding variable rate term loan debt. When valuing interest rate swaps the Company utilizes Level 2 inputs (substantially observable). During fiscal 2024, the Company received net proceeds of $23 million related to the settlement of existing interest rate swaps. The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense through the term of the original swaps. Following the transactions, the Company entered into a $450 million interest rate swap transaction, a $500 million interest rate swap transaction and extended an existing $400 million agreement all with expirations in June 2029. As of March 30, 2024, the Company effectively had (i) an $884 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.452%, with an expiration in June 2026 (ii) a $400 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.008%, with an expiration in June 2029 (iii) a $450 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.553%, with an expiration in June 2029, and (iv) a $500 million interest rate swap transaction that swaps a one-month variable SOFR contract for a fixed annual rate of 4.648%, with an expiration in June 2029. The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows: Derivative Instruments Hedge Designation Balance Sheet Location March 30, 2024 September 30, 2023 Cross-currency swaps Designated Other current liabilities 104 66 Cross-currency swaps Designated Other long-term liabilities 58 19 Interest rate swaps Designated Other assets 2 36 Interest rate swaps Designated Other long-term liabilities 34 — Interest rate swaps Not designated Other assets — 8 Interest rate swaps Not designated Other long-term liabilities 81 104 The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows: Quarterly Period Ended Two Quarterly Periods Ended Derivative Instruments Statements of Income Location March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Cross-currency swaps Interest expense $ (10 ) $ (10 ) $ (20 ) $ (21 ) Interest rate swaps Interest expense (21 ) (11 ) (42 ) (17 ) Non-recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The Company determined Goodwill and other indefinite lived assets were not impaired in our annual fiscal 2023 assessment. No impairment indicators were identified in the current quarter. Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 30, 2024 and September 30, 2023, along with the impairment loss recognized on the fair value measurement during the period: As of March 30, 2024 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 4,988 4,988 — Definite lived intangible assets — — 1,353 1,353 — Property, plant, and equipment — — 4,576 4,576 4 Total $ — $ — $ 11,165 $ 11,165 $ 4 As of September 30, 2023 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 4,981 4,981 — Definite lived intangible assets — — 1,455 1,455 — Property, plant, and equipment — — 4,576 4,576 8 Total $ — $ — $ 11,260 $ 11,260 $ 8 The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and finance lease obligations. The of our marketable long-term indebtedness exceeded by $ million as of . The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable). |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 30, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes On a year-to-date comparison to the statutory rate, the lower effective tax rate was positively impacted by share-based stock compensation, foreign rate differential, and other discrete items. |
Segment and Geographic Data
Segment and Geographic Data | 6 Months Ended |
Mar. 30, 2024 | |
Segment and Geographic Data [Abstract] | |
Segment and Geographic Data | 9. Segment and Geographic Data The Company’s operations are organized into four reporting segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Flexibles. The structure is designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergies realization. Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: Consumer Packaging International $ 968 $ 1,059 $ 1,885 $ 1,995 Consumer Packaging North America 751 774 1,451 1,537 Health, Hygiene & Specialties 646 677 1,248 1,340 Flexibles 711 778 1,345 1,476 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 Operating income: Consumer Packaging International $ 3 $ 75 $ 34 $ 121 Consumer Packaging North America 77 93 140 164 Health, Hygiene & Specialties 33 34 30 68 Flexibles 95 99 161 158 Total operating income $ 208 $ 301 $ 365 $ 511 Depreciation and amortization: Consumer Packaging International $ 81 $ 77 $ 161 $ 151 Consumer Packaging North America 57 54 114 105 Health, Hygiene & Specialties 45 44 91 88 Flexibles 31 25 62 55 Total depreciation and amortization $ 214 $ 200 $ 428 $ 399 Selected information by geographical region is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: United States and Canada $ 1,672 $ 1,751 $ 3,233 $ 3,447 Europe 1,125 1,237 2,136 2,286 Rest of world 279 300 560 615 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 |
Contingencies and Commitments
Contingencies and Commitments | 6 Months Ended |
Mar. 30, 2024 | |
Contingencies and Commitments [Abstract] | |
Contingencies and Commitments | 10. Contingencies and Commitments The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to our financial position, results of operations or cash flows. The Company has various purchase commitments for raw materials, supplies, and property and equipment incidental to the ordinary conduct of business. |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share | 6 Months Ended |
Mar. 30, 2024 | |
Basic and Diluted Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | 11. Basic and Diluted Earnings Per Share Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted EPS includes the effects of options and restricted stock units, if dilutive. The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations: Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Numerator Consolidated net income $ 116 $ 174 $ 175 $ 280 Denominator Weighted average common shares outstanding - basic 115.6 120.7 115.6 122.2 Dilutive shares 2.6 1.8 2.9 1.1 Weighted average common and common equivalent shares outstanding - diluted 118.2 122.5 118.5 123.3 Per common share earnings Basic $ 1.00 $ 1.44 $ 1.51 $ 2.29 Diluted $ 0.98 $ 1.42 $ 1.48 $ 2.27 2.2 million and 2.3 million shares were excluded from the diluted EPS calculation for the quarterly and two quarterly periods ended March 30, 2024 as their effect would be anti-dilutive. 1.2 million and 2.6 million shares were excluded for the quarterly and two quarterly periods ended April 1, 2023. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Mar. 30, 2024 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | 12. Accumulated Other Comprehensive Loss The components and activity of Accumulated other comprehensive loss are as follows: Quarterly Period Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 30, 2023 $ (201 ) $ (84 ) $ 11 $ (274 ) Other comprehensive income (loss) before reclassifications (70 ) — 27 (43 ) Net amount reclassified — — (9 ) (9 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 31, 2022 $ (314 ) $ (32 ) $ 83 $ (263 ) Other comprehensive income (loss) before reclassifications 60 — (21 ) 39 Net amount reclassified — — (10 ) (10 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) Two Quarterly Periods Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at September 30, 2023 $ (340 ) $ (84 ) $ 88 $ (336 ) Other comprehensive income (loss) before reclassifications 69 — (38 ) 31 Net amount reclassified — — (21 ) (21 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at October 1, 2022 $ (455 ) $ (32 ) $ 84 $ (403 ) Other comprehensive income (loss) before reclassifications 201 — (16 ) 185 Net amount reclassified — — (16 ) (16 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Mar. 30, 2024 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | The accompanying unaudited Consolidated Financial Statements of Berry Global Group, Inc. (“the Company,” “we,” or “Berry”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. |
Use of Estimates | In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. |
Restructuring and Transaction_2
Restructuring and Transaction Activities (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Restructuring and Transaction Activities [Abstract] | |
Restructuring and Transaction Activity Charges | The table below includes the significant components of our restructuring and transaction activities, by reporting segment: Quarterly Period Ended Two Quarterly Periods Ended Restructuring Plans March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Life to date (a) Consumer Packaging International $ 76 $ 12 $ 78 $ 15 71 Consumer Packaging North America 7 7 12 8 35 Health, Hygiene & Specialties 5 5 18 8 25 Flexibles (1 ) 1 1 6 23 Consolidated $ 87 $ 25 $ 109 $ 37 154 (a) Excludes $57 million loss on divestitures (See Note 3) |
Restructuring Accrual Activity | The table below sets forth the activity with respect to the restructuring and transaction activities accrual at March 30, 2024: Restructuring Employee Severance and Benefits Facility Exit Costs Non-cash Impairment Charges Transaction Activities Total Balance as of September 30, 2023 $ 10 $ 1 $ — $ — $ 11 Charges 19 13 4 73 109 Non-cash items — — (4 ) (57 ) (61 ) Cash (16 ) (14 ) — (16 ) (46 ) Balance as of March 30, 2024 $ 13 $ — $ — $ — $ 13 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Lease Assets and Liabilities | Supplemental lease information is as follows: Leases Classification March 30, 2024 September 30, 2023 Operating leases: Operating lease right-of-use assets Right-of-use assets $ 627 $ 625 Current operating lease liabilities Other current liabilities 123 116 Noncurrent operating lease liabilities Operating lease liability 521 525 Finance leases: Finance lease right-of-use assets Property, plant, and equipment, net $ 29 $ 32 Current finance lease liability Current portion of long-term debt 7 9 Noncurrent finance lease liabilities Long-term debt, less current portion 17 19 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: Facility Maturity Date March 30, 2024 September 30, 2023 Term loan (a) July 2026 $ 740 $ 3,090 Term loan (a) July 2029 1,546 — Revolving line of credit June 2028 — — 1.00 (b)(c) January 2025 756 741 1.57 January 2026 1,525 1,525 4.875 July 2026 1,250 1,250 1.65 January 2027 400 400 1.50 (b) January 2027 405 397 5.50 April 2028 500 500 5.65 January 2034 800 — 4.50 February 2026 291 291 5.625 July 2027 500 500 Debt discounts and deferred fees (36 ) (34 ) Finance leases and other Various 37 41 Retired debt — 279 Total long-term debt 8,714 8,980 Current portion of long-term debt (24 ) (10 ) Long-term debt, less current portion $ 8,690 $ 8,970 (a) Effectively 98% fixed interest rate with interest rate swaps (see Note 7). (b) Euro denominated (c) Indicates debt which has been classified as long-term debt in accordance with the Company’s ability and intention to refinance such obligations on a long-term basis.. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Fair Value of Derivatives and Location on Consolidated Balance Sheets | The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows: Derivative Instruments Hedge Designation Balance Sheet Location March 30, 2024 September 30, 2023 Cross-currency swaps Designated Other current liabilities 104 66 Cross-currency swaps Designated Other long-term liabilities 58 19 Interest rate swaps Designated Other assets 2 36 Interest rate swaps Designated Other long-term liabilities 34 — Interest rate swaps Not designated Other assets — 8 Interest rate swaps Not designated Other long-term liabilities 81 104 |
Effect of Derivatives on Consolidated Statements of Income | The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows: Quarterly Period Ended Two Quarterly Periods Ended Derivative Instruments Statements of Income Location March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Cross-currency swaps Interest expense $ (10 ) $ (10 ) $ (20 ) $ (21 ) Interest rate swaps Interest expense (21 ) (11 ) (42 ) (17 ) |
Assets Measured at Fair Value on Non-recurring Basis | Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 30, 2024 and September 30, 2023, along with the impairment loss recognized on the fair value measurement during the period: As of March 30, 2024 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 4,988 4,988 — Definite lived intangible assets — — 1,353 1,353 — Property, plant, and equipment — — 4,576 4,576 4 Total $ — $ — $ 11,165 $ 11,165 $ 4 As of September 30, 2023 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 4,981 4,981 — Definite lived intangible assets — — 1,455 1,455 — Property, plant, and equipment — — 4,576 4,576 8 Total $ — $ — $ 11,260 $ 11,260 $ 8 The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate and cross-currency swap agreements, and finance lease obligations. The of our marketable long-term indebtedness exceeded by $ million as of . The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable). 8. Income Taxes On a year-to-date comparison to the statutory rate, the lower effective tax rate was positively impacted by share-based stock compensation, foreign rate differential, and other discrete items. 9. Segment and Geographic Data The Company’s operations are organized into four reporting segments: Consumer Packaging International, Consumer Packaging North America, Health, Hygiene & Specialties, and Flexibles. The structure is designed to align us with our customers, provide optimal service, drive future growth, and to facilitate synergies realization. Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: Consumer Packaging International $ 968 $ 1,059 $ 1,885 $ 1,995 Consumer Packaging North America 751 774 1,451 1,537 Health, Hygiene & Specialties 646 677 1,248 1,340 Flexibles 711 778 1,345 1,476 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 Operating income: Consumer Packaging International $ 3 $ 75 $ 34 $ 121 Consumer Packaging North America 77 93 140 164 Health, Hygiene & Specialties 33 34 30 68 Flexibles 95 99 161 158 Total operating income $ 208 $ 301 $ 365 $ 511 Depreciation and amortization: Consumer Packaging International $ 81 $ 77 $ 161 $ 151 Consumer Packaging North America 57 54 114 105 Health, Hygiene & Specialties 45 44 91 88 Flexibles 31 25 62 55 Total depreciation and amortization $ 214 $ 200 $ 428 $ 399 Selected information by geographical region is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: United States and Canada $ 1,672 $ 1,751 $ 3,233 $ 3,447 Europe 1,125 1,237 2,136 2,286 Rest of world 279 300 560 615 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 10. Contingencies and Commitments The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, we believe that any ultimate liability would not be material to our financial position, results of operations or cash flows. The Company has various purchase commitments for raw materials, supplies, and property and equipment incidental to the ordinary conduct of business. 11. Basic and Diluted Earnings Per Share Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted EPS includes the effects of options and restricted stock units, if dilutive. The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations: Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Numerator Consolidated net income $ 116 $ 174 $ 175 $ 280 Denominator Weighted average common shares outstanding - basic 115.6 120.7 115.6 122.2 Dilutive shares 2.6 1.8 2.9 1.1 Weighted average common and common equivalent shares outstanding - diluted 118.2 122.5 118.5 123.3 Per common share earnings Basic $ 1.00 $ 1.44 $ 1.51 $ 2.29 Diluted $ 0.98 $ 1.42 $ 1.48 $ 2.27 2.2 million and 2.3 million shares were excluded from the diluted EPS calculation for the quarterly and two quarterly periods ended March 30, 2024 as their effect would be anti-dilutive. 1.2 million and 2.6 million shares were excluded for the quarterly and two quarterly periods ended April 1, 2023. 12. Accumulated Other Comprehensive Loss The components and activity of Accumulated other comprehensive loss are as follows: Quarterly Period Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 30, 2023 $ (201 ) $ (84 ) $ 11 $ (274 ) Other comprehensive income (loss) before reclassifications (70 ) — 27 (43 ) Net amount reclassified — — (9 ) (9 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 31, 2022 $ (314 ) $ (32 ) $ 83 $ (263 ) Other comprehensive income (loss) before reclassifications 60 — (21 ) 39 Net amount reclassified — — (10 ) (10 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) Two Quarterly Periods Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at September 30, 2023 $ (340 ) $ (84 ) $ 88 $ (336 ) Other comprehensive income (loss) before reclassifications 69 — (38 ) 31 Net amount reclassified — — (21 ) (21 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at October 1, 2022 $ (455 ) $ (32 ) $ 84 $ (403 ) Other comprehensive income (loss) before reclassifications 201 — (16 ) 185 Net amount reclassified — — (16 ) (16 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Summary Business. Raw Material Trends. Outlook. Results of Operations Comparison of the Quarterly Period Ended March 30, 2024 (the “Quarter”) and the Quarterly Period Ended April 1, 2023 (the “Prior Quarter”) Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions. Consolidated Overview Quarter Prior Quarter $ Change % Change Net sales $ 3,076 $ 3,288 $ (212 ) (6 )% Cost of goods sold 2,509 2,682 (173 ) (6 )% Other operating expenses 359 305 54 18 % Operating income $ 208 $ 301 $ (93 ) (31 )% Net Sales: The net sales decline is primarily attributed to decreased selling prices of $153 million due to the pass through of lower polymer costs and a 2% volume decline partially offset by a favorable impact from foreign currency changes. The volume decline is Cost of goods sold: Other operating expenses: The other operating expenses increase is primarily attributed to a $57 million . Operating Income: The operating income is Consumer Packaging International Quarter Prior Quarter $ Change % Change Net sales $ 968 $ 1,059 $ (91 ) (9 )% Operating income $ 3 $ 75 $ (72 ) (96 )% Net sales: The net sales decline in the Consumer Packaging International segment is Operating income: The operating income decrease is Consumer Packaging North America Quarter Prior Quarter $ Change % Change Net sales $ 751 $ 774 $ (23 ) (3 )% Operating income $ 77 $ 93 $ (16 ) (17 )% Net sales: The net sales decline in the Consumer Packaging North America segment is decreased selling prices of Operating income: The operating income decrease is Health, Hygiene & Specialties Quarter Prior Quarter $ Change % Change Net sales $ 646 $ 677 $ (31 ) (5 )% Operating income $ 33 $ 34 $ (1 ) (3 )% Net sales: partially offset by a favorable impact from foreign currency changes Operating income: The operating income decrease is Flexibles Quarter Prior Quarter $ Change % Change Net sales $ 711 $ 778 $ (67 ) (9 )% Operating income $ 95 $ 99 $ (4 ) (4 )% Net sales: Operating income: The operating income decrease is Changes in Comprehensive Income The $139 million decline in comprehensive income from the Prior Quarter is primarily attributed to a $130 million unfavorable change in currency translation and a $49 million favorable change in the fair value of derivative instruments, net of tax, partially offset by a $58 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2024 versus fiscal 2023 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates. Comparison of the Two Quarterly Periods Ended March 30, 2024 (the “YTD”) and the Two Quarterly Periods Ended April 1, 2023 (the “Prior YTD”) Business integration expenses consist of restructuring and impairment charges, divestiture related costs, and other business optimization costs. Tables present dollars in millions. Consolidated Overview YTD Prior YTD $ Change % Change Net sales $ 5,929 $ 6,348 $ (419 ) (7 )% Cost of goods sold 4,888 5,224 (336 ) (6 )% Other operating expenses 676 613 63 10 % Operating income $ 365 $ 511 $ (146 ) (29 )% Net Sales: The net sales decline is primarily attributed to decreased selling prices of $342 million due to the pass through of lower polymer costs and a 3% volume decline partially offset by a $92 million favorable impact from foreign currency changes. The volume decline is Cost of goods sold: Other operating expenses: The other operating expenses increase is primarily attributed to a $57 million loss from divestitures Operating Income: The operating income is partially offset by a $14 million favorable impact from foreign currency changes Consumer Packaging International YTD Prior YTD $ Change % Change Net sales $ 1,885 $ 1,995 $ (110 ) (6 )% Operating income $ 34 $ 121 $ (87 ) (72 )% Net sales: The net sales decline in the Consumer Packaging International segment is a 3% volume decline partially offset by a $55 million favorable impact from foreign currency changes Operating income: The operating income decrease is partially offset by an $8 million favorable impact from foreign currency changes Consumer Packaging North America YTD Prior YTD $ Change % Change Net sales $ 1,451 $ 1,537 $ (86 ) (6 )% Operating income $ 140 $ 164 $ (24 ) (15 )% Net sales: The net sales decline in the Consumer Packaging North America segment is Operating income: The operating income decrease is Health, Hygiene & Specialties YTD Prior YTD $ Change % Change Net sales $ 1,248 $ 1,340 $ (92 ) (7 )% Operating income $ 30 $ 68 $ (38 ) (56 )% Net sales: partially offset by a $25 million favorable impact from foreign currency changes Operating income: The operating income decrease is Flexibles YTD Prior YTD $ Change % Change Net sales $ 1,345 $ 1,476 $ (131 ) (9 )% Operating income $ 161 $ 158 $ 3 2 % Net sales: Operating income: The operating income increase is Changes in Comprehensive Income The $264 million decline in comprehensive income from the Prior YTD was primarily attributed to a $132 million unfavorable change in currency translation, a $27 million unfavorable change in the fair value of derivative instruments, net of tax, and a $105 million decline in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the YTD was primarily attributed to locations utilizing the Euro and British pound sterling as their functional currency. As part of the overall risk management, the Company uses derivative instruments to (i) reduce our exposure to changes in interest rates attributed to the Company’s borrowings and (ii) reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in fiscal 2024 versus fiscal 2023 is primarily attributed to the change in the forward interest and foreign exchange curves between measurement dates. Liquidity and Capital Resources Senior Secured Credit Facility We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances. At the end of the Quarter, the Company had no outstanding balance on its $1,000 million asset-based revolving line of credit that matures in June 2028. The Company was in compliance with all covenants at the end of the Quarter. Cash Flows Net cash from operating activities decreased $168 million from the Prior YTD primarily attributed to higher working capital. Net cash used in investing activities decreased $187 million from the Prior YTD primarily attributed to the acquisition of Pro-Western in the Prior YTD compared to the proceeds from business divestitures in the YTD. Net cash used in financing activities decreased $16 million from the Prior YTD primarily attributed to higher repayments of long-term debt in the YTD, partially offset by lower share repurchases. Dividend Payments The Company declared and paid a cash dividend of $0.2755 per share during each of the first fiscal quarter ended December 30, 2023, and the second fiscal quarter ended March 30, 2024. Share Repurchases YTD fiscal 2024, the Company repurchased approximately 1.5 million shares for $88 million. Authorized share repurchases of $353 million remain available to the Company. Free Cash Flow Our consolidated free cash flow for the YTD and Prior YTD are summarized as follows: March 30, 2024 April 1, 2023 Cash flow from operating activities $ — $ 168 Additions to property, plant and equipment, net (333 ) (385 ) Free cash flow $ (333 ) $ (217 ) We use free cash flow as a supplemental measure of liquidity as it assists us in assessing our ability to fund growth through generation of cash. Free cash flow may be calculated differently by other companies, including other companies in our industry or peer group, limiting its usefulness on a comparative basis. Free cash flow is not a financial measure presented in accordance with generally accepted accounting principles ("GAAP") and should not be considered as an alternative to any other measure determined in accordance with GAAP. Liquidity Outlook At March 30, 2024, our cash balance was $494 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions. Summarized Guarantor Financial Information Berry Global, Inc. (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by its parent, Berry Global Group, Inc. (for purposes of this section, “Parent”) and substantially all of Issuer’s domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by Parent and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor subsidiary of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such sale complies with the indentures, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture or in the case of a restricted subsidiary that is required to guarantee after the relevant issuance date, if such guarantor no longer guarantees certain other indebtedness of Issuer. The guarantees of the guarantor subsidiaries are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and any guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts. Parent also guarantees Issuer’s term loans and revolving credit facilities. The guarantor subsidiaries guarantee our term loans and are co-borrowers under our revolving credit facility. Presented below is summarized financial information for the Parent, Issuer and guarantor subsidiaries on a combined basis, after intercompany transactions have been eliminated. Two Quarterly Periods Ended March 30, 2024 Net sales $ 3,120 Gross profit 625 Earnings from continuing operations 185 Net income $ 185 Includes $2 million of income associated with intercompany activity with non-guarantor subsidiaries. March 30, 2024 September 30, 2023 Assets Current assets $ 1,411 $ 1,975 Noncurrent assets 5,805 5,997 Liabilities Current liabilities $ 976 $ 1,363 Intercompany payable 874 754 Noncurrent liabilities 9,953 10,271 Item 3. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We are exposed to market risk from changes in interest rates primarily through our senior secured credit facilities and accounts receivable supply chain finance factoring programs. Our senior secured credit facilities are comprised of (i) $2.3 billion term loans and (ii) a $1.0 billion revolving credit facility with no borrowings outstanding. Borrowings under our senior secured credit facilities bear interest at a rate equal to an applicable margin plus SOFR. The applicable margin for SOFR rate borrowings under the revolving credit facility ranges from 1.25% to 1.50%, and the margin for the term loans is 1.75% per annum. As of period end, the SOFR rate of approximately 5.34% was applicable to the term loans. A change of 0.25% on these floating interest rate exposures would increase our annual interest expense by approximately $1 million. We seek to minimize interest rate volatility risk through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. These financial instruments are not used for trading or other speculative purposes. (See Note 7.) Foreign Currency Risk As a global company, we face foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro, British pound sterling, Brazilian real, Chinese renminbi, Canadian dollar and Mexican peso. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on our revenue, cost of sales, and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact our Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $2 million unfavorable impact on our Net income for the two quarterly periods ended March 30, 2024. (See Note 7.) Item 4. Controls and Procedures (a) Evaluation of disclosure controls and procedures. Under applicable Securities and Exchange Commission regulations, management of a reporting company, with the participation of the principal executive officer and principal financial officer, must periodically evaluate the company’s “disclosure controls and procedures,” which are defined generally as controls and other procedures of a reporting company designed to ensure that information required to be disclosed by the reporting company in its periodic reports filed with the commission (such as this Form 10-Q) is recorded, processed, summarized, and reported on a timely basis. The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report. (b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the Quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Part II. Other Information Item 1. Legal Proceedings There have been no material changes in legal proceedings from the items disclosed in our most recent Form 10-K filed with the Securities and Exchange Commission. Item 1A. Risk Factors Before investing in our securities, we recommend that investors carefully consider the risks described in our most recent Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission, including those under the heading “Risk Factors” and other information contained in this Quarterly Report. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. Additionally, we caution readers that the list of risk factors discussed in our most recent Form 10-K and subsequent periodic reports Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Repurchases of Equity Securities The following table summarizes the Company's repurchases of its common stock during the Quarterly Period ended March 30, 2024. Fiscal Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) (a) January 63,682 $ 65.97 63,682 $ 431 February 672,644 58.27 672,644 391 March 635,800 59.49 635,800 353 Total 1,372,126 $ 59.19 1,372,126 $ 353 (a) All open market purchases during the quarter were made under the 2023 authorization from our board of directors. Item 5. Other Information Rule 10b5-1 Plan Elections No officers or directors, as defined in Rule 16a-1(f), adopted, modified and/or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as defined in Regulation S-K Item 408, during the second quarter of fiscal 2024. Item 6. Exhibits Exhibit No. Description of Exhibit 2.1 RMT Transaction Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc., Glatfelter Corporation, Treasure Merger Sub I, Inc. and Treasure Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 12, 2024). 2.2 Separation and Distribution Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on February 12, 2024). 3.1 * Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., as amended through February 14, 2024. 3.2 Amended and Restated Bylaws of Berry Global Group, Inc., effective February 14, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 15, 2024). 4.1 Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent, relating to the 5.650% First Priority Senior Secured Notes due 2034, dated January 17, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2024). 4.2 Registration Rights Agreement, by and among Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 5.650% First Priority Senior Secured Notes due 2034, dated January 17, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2024). 10.1 Tax Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2024). 10.2 Employee Matters Agreement, dated February 6, 2024, by and among Berry Global Group, Inc., Treasure Holdco, Inc. and Glatfelter Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 12, 2024). 22.1 * Subsidiary Guarantors. 31.1 * Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer. 31.2 * Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer. 32.1 ** Section 1350 Certification of the Chief Executive Officer. 32.2 ** Section 1350 Certification of the Chief Financial Officer. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith + Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of such schedules (or similar attachments) to the U.S. Securities and Exchange Commission upon request. 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 thereunto duly authorized. Berry Global Group, Inc. May 9, 2024 By: /s/ Mark W. Miles Mark W. Miles Chief Financial Officer |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Segment and Geographic Data [Abstract] | |
Selected Information by Reportable Segment | Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: Consumer Packaging International $ 968 $ 1,059 $ 1,885 $ 1,995 Consumer Packaging North America 751 774 1,451 1,537 Health, Hygiene & Specialties 646 677 1,248 1,340 Flexibles 711 778 1,345 1,476 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 Operating income: Consumer Packaging International $ 3 $ 75 $ 34 $ 121 Consumer Packaging North America 77 93 140 164 Health, Hygiene & Specialties 33 34 30 68 Flexibles 95 99 161 158 Total operating income $ 208 $ 301 $ 365 $ 511 Depreciation and amortization: Consumer Packaging International $ 81 $ 77 $ 161 $ 151 Consumer Packaging North America 57 54 114 105 Health, Hygiene & Specialties 45 44 91 88 Flexibles 31 25 62 55 Total depreciation and amortization $ 214 $ 200 $ 428 $ 399 |
Selected Information by Geographical Region | Selected information by geographical region is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Net sales: United States and Canada $ 1,672 $ 1,751 $ 3,233 $ 3,447 Europe 1,125 1,237 2,136 2,286 Rest of world 279 300 560 615 Total net sales $ 3,076 $ 3,288 $ 5,929 $ 6,348 |
Basic and Diluted Earnings Pe_2
Basic and Diluted Earnings Per Share (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Basic and Diluted Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations: Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 Numerator Consolidated net income $ 116 $ 174 $ 175 $ 280 Denominator Weighted average common shares outstanding - basic 115.6 120.7 115.6 122.2 Dilutive shares 2.6 1.8 2.9 1.1 Weighted average common and common equivalent shares outstanding - diluted 118.2 122.5 118.5 123.3 Per common share earnings Basic $ 1.00 $ 1.44 $ 1.51 $ 2.29 Diluted $ 0.98 $ 1.42 $ 1.48 $ 2.27 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Mar. 30, 2024 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | The components and activity of Accumulated other comprehensive loss are as follows: Quarterly Period Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 30, 2023 $ (201 ) $ (84 ) $ 11 $ (274 ) Other comprehensive income (loss) before reclassifications (70 ) — 27 (43 ) Net amount reclassified — — (9 ) (9 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at December 31, 2022 $ (314 ) $ (32 ) $ 83 $ (263 ) Other comprehensive income (loss) before reclassifications 60 — (21 ) 39 Net amount reclassified — — (10 ) (10 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) Two Quarterly Periods Ended Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at September 30, 2023 $ (340 ) $ (84 ) $ 88 $ (336 ) Other comprehensive income (loss) before reclassifications 69 — (38 ) 31 Net amount reclassified — — (21 ) (21 ) Balance at March 30, 2024 $ (271 ) $ (84 ) $ 29 $ (326 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Derivative Instruments Accumulated Other Comprehensive Loss Balance at October 1, 2022 $ (455 ) $ (32 ) $ 84 $ (403 ) Other comprehensive income (loss) before reclassifications 201 — (16 ) 185 Net amount reclassified — — (16 ) (16 ) Balance at April 1, 2023 $ (254 ) $ (32 ) $ 52 $ (234 ) |
Revenue and Accounts Receivab_2
Revenue and Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Sep. 30, 2023 |
Revenue and Accounts Receivable [Abstract] | ||
Accrual for customer rebates | $ 96 | $ 106 |
Allowance for credit losses | $ 19 | $ 19 |
Divestitures and Spin-off (Deta
Divestitures and Spin-off (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | Sep. 30, 2023 | Feb. 29, 2024 | |
Divestitures and Spin-off [Abstract] | ||||||
Net sales | $ 3,076 | $ 3,288 | $ 5,929 | $ 6,348 | ||
Strata Business [Member] | ||||||
Divestitures and Spin-off [Abstract] | ||||||
Divestiture of business | 25 | |||||
Net sales | $ 56 | |||||
Promens Vehicles Business [Member] | ||||||
Divestitures and Spin-off [Abstract] | ||||||
Divestiture of business | $ 22 | |||||
Net sales | $ 111 | |||||
Health, Hygiene & Specialties Global Nonwovens and Films Business [Member] | Plan [Member] | ||||||
Divestitures and Spin-off [Abstract] | ||||||
Percentage ownership in new combined company | 90% |
Restructuring and Transaction_3
Restructuring and Transaction Activities, Restructuring Charges by Segment (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 30, 2024 USD ($) | Apr. 01, 2023 USD ($) | Mar. 30, 2024 USD ($) | Apr. 01, 2023 USD ($) | Sep. 30, 2023 Segment | ||
Restructuring Charges [Abstract] | ||||||
Number of segments with cost saving initiatives including plant rationalization | Segment | 4 | |||||
Estimated cost of plant rationalizations | $ 250 | $ 250 | ||||
Restructuring and transaction activities | 87 | $ 25 | 109 | $ 37 | ||
Restructuring costs life to date | [1] | 154 | 154 | |||
Loss on divestitures | (57) | 0 | ||||
Consumer Packaging International [Member] | ||||||
Restructuring Charges [Abstract] | ||||||
Restructuring and transaction activities | 76 | 12 | 78 | 15 | ||
Restructuring costs life to date | 71 | 71 | ||||
Consumer Packaging North America [Member] | ||||||
Restructuring Charges [Abstract] | ||||||
Restructuring and transaction activities | 7 | 7 | 12 | 8 | ||
Restructuring costs life to date | 35 | 35 | ||||
Health, Hygiene & Specialties [Member] | ||||||
Restructuring Charges [Abstract] | ||||||
Restructuring and transaction activities | 5 | 5 | 18 | 8 | ||
Restructuring costs life to date | 25 | 25 | ||||
Flexibles [Member] | ||||||
Restructuring Charges [Abstract] | ||||||
Restructuring and transaction activities | (1) | $ 1 | 1 | $ 6 | ||
Restructuring costs life to date | $ 23 | $ 23 | ||||
[1] Excludes $57 million loss on divestitures (See Note 3) |
Restructuring and Transaction_4
Restructuring and Transaction Activities, Restructuring Accrual Activity (Details) $ in Millions | 6 Months Ended |
Mar. 30, 2024 USD ($) | |
Restructuring Accrual [Roll Forward] | |
Beginning balance | $ 11 |
Charges | 109 |
Non-cash items | (61) |
Cash | (46) |
Ending balance | 13 |
Employee Severance and Benefits [Member] | |
Restructuring Accrual [Roll Forward] | |
Beginning balance | 10 |
Charges | 19 |
Non-cash items | 0 |
Cash | (16) |
Ending balance | 13 |
Facility Exit Costs [Member] | |
Restructuring Accrual [Roll Forward] | |
Beginning balance | 1 |
Charges | 13 |
Non-cash items | 0 |
Cash | (14) |
Ending balance | 0 |
Non-Cash Impairment Charges [Member] | |
Restructuring Accrual [Roll Forward] | |
Beginning balance | 0 |
Charges | 4 |
Non-cash items | (4) |
Cash | 0 |
Ending balance | 0 |
Transaction Activities [Member] | |
Restructuring Accrual [Roll Forward] | |
Beginning balance | 0 |
Charges | 73 |
Non-cash items | (57) |
Cash | (16) |
Ending balance | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Sep. 30, 2023 |
Operating Leases [Abstract] | ||
Operating lease right-of-use assets | $ 627 | $ 625 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | Operating lease right-of-use assets |
Current operating lease liabilities | $ 123 | $ 116 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Noncurrent operating lease liabilities | $ 521 | $ 525 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Noncurrent operating lease liabilities | Noncurrent operating lease liabilities |
Finance Leases [Abstract] | ||
Finance lease right-of-use assets | $ 29 | $ 32 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment | Property, plant and equipment |
Current finance lease liability | $ 7 | $ 9 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt | Current portion of long-term debt |
Noncurrent finance lease liabilities | $ 17 | $ 19 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-Term Debt and Lease Obligation | Long-Term Debt and Lease Obligation |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Mar. 30, 2024 | Sep. 30, 2023 | |||
Long-term Debt [Abstract] | ||||
Debt discounts and deferred fees | $ (36) | $ (34) | ||
Total long-term debt | 8,714 | 8,980 | ||
Current portion of long-term debt | (24) | (10) | ||
Long-term debt, less current portion | 8,690 | 8,970 | ||
Face amount of term loans with extended maturity date | 1,550 | |||
Term Loan [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 740 | [1] | 3,090 | |
Maturity date | Jul. 31, 2026 | |||
Percentage of loan hedged with interest rate swaps to fix interest rate | 98% | |||
Term Loan [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 1,546 | [1] | 0 | |
Maturity date | Jul. 31, 2029 | |||
Percentage of loan hedged with interest rate swaps to fix interest rate | 98% | |||
Revolving Line of Credit [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 0 | 0 | ||
Maturity date | Jun. 30, 2028 | |||
1.00% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | [2],[3] | $ 756 | 741 | |
Interest rate | 1% | |||
Maturity date | Jan. 31, 2025 | |||
1.57% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 1,525 | 1,525 | ||
Interest rate | 1.57% | |||
Maturity date | Jan. 31, 2026 | |||
4.875% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 1,250 | 1,250 | ||
Interest rate | 4.875% | |||
Maturity date | Jul. 31, 2026 | |||
1.65% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 400 | 400 | ||
Interest rate | 1.65% | |||
Maturity date | Jan. 31, 2027 | |||
1.50% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | [2] | $ 405 | 397 | |
Interest rate | 1.50% | |||
Maturity date | Jan. 31, 2027 | |||
5.50% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 500 | 500 | ||
Interest rate | 5.50% | |||
Maturity date | Apr. 30, 2028 | |||
5.65% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 800 | 0 | ||
Interest rate | 5.65% | |||
Maturity date | Jan. 31, 2034 | |||
Face amount of debt issued | $ 800 | |||
4.50% Second Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 291 | 291 | ||
Interest rate | 4.50% | |||
Maturity date | Feb. 28, 2026 | |||
5.625% Second Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 500 | 500 | ||
Interest rate | 5.625% | |||
Maturity date | Jul. 31, 2027 | |||
0.95% First Priority Senior Secured Notes [Member] | ||||
Long-term Debt [Abstract] | ||||
Interest rate | 0.95% | |||
Maturity date | Feb. 29, 2024 | |||
Finance Leases and Other [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 37 | 41 | ||
Retired Debt [Member] | ||||
Long-term Debt [Abstract] | ||||
Long-term debt | $ 0 | $ 279 | ||
[1]Effectively 98% fixed interest rate with interest rate swaps (see Note 7).[2]Euro denominated[3]Indicates debt which has been classified as long-term debt in accordance with the Company’s ability and intention to refinance such obligations on a long-term basis. |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements, Cross-Currency Swaps (Details) - Mar. 30, 2024 € in Millions, £ in Millions | EUR (€) | GBP (£) |
Euro Denominated [Member] | ||
Cross-Currency Swaps [Abstract] | ||
Long-term debt | € 379 | |
Cross-Currency Swap Maturing June 2024 [Member] | ||
Cross-Currency Swaps [Abstract] | ||
Notional amount of swap | € 1,625 | |
Cross-Currency Swap Maturing July 2027 [Member] | ||
Cross-Currency Swaps [Abstract] | ||
Notional amount of swap | £ | £ 700 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements, Interest Rate Swaps (Details) $ in Millions | 6 Months Ended |
Mar. 30, 2024 USD ($) | |
Interest Rate Swaps [Member] | |
Interest Rate Swaps [Abstract] | |
Purpose of interest rate swap activities | The primary purpose of the Company’s interest rate swap activities is to manage interest expense variability associated with our outstanding variable rate term loan debt. |
Net proceeds from settlement of derivatives | $ 23 |
Interest Rate Swap Expiring June 2026 [Member] | |
Interest Rate Swaps [Abstract] | |
Notional amount of swap | $ 884 |
Fixed annual rate of swap | 4.452% |
Interest Rate Swap Expiring June 2026 [Member] | SOFR [Member] | |
Interest Rate Swaps [Abstract] | |
Term of variable rate | 1 month |
Interest Rate Swap Expiring June 2029 [Member] | |
Interest Rate Swaps [Abstract] | |
Notional amount of swap | $ 400 |
Fixed annual rate of swap | 4.008% |
Interest Rate Swap Expiring June 2029 [Member] | SOFR [Member] | |
Interest Rate Swaps [Abstract] | |
Term of variable rate | 1 month |
Interest Rate Swap Expiring June 2029 [Member] | |
Interest Rate Swaps [Abstract] | |
Notional amount of swap | $ 450 |
Fixed annual rate of swap | 4.553% |
Interest Rate Swap Expiring June 2029 [Member] | SOFR [Member] | |
Interest Rate Swaps [Abstract] | |
Term of variable rate | 1 month |
Interest Rate Swap Expiring June 2029 [Member] | |
Interest Rate Swaps [Abstract] | |
Notional amount of swap | $ 500 |
Fixed annual rate of swap | 4.648% |
Interest Rate Swap Expiring June 2029 [Member] | SOFR [Member] | |
Interest Rate Swaps [Abstract] | |
Term of variable rate | 1 month |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements, Fair Value of Derivative and Location on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Sep. 30, 2023 |
Cross-Currency Swaps [Member] | Designated [Member] | Other Current Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 104 | $ 66 |
Cross-Currency Swaps [Member] | Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 58 | 19 |
Interest Rate Swaps [Member] | Designated [Member] | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 2 | 36 |
Interest Rate Swaps [Member] | Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 34 | 0 |
Interest Rate Swaps [Member] | Not Designated [Member] | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 0 | 8 |
Interest Rate Swaps [Member] | Not Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 81 | $ 104 |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements, Effect of Derivatives on Consolidated Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Cross-Currency Swaps [Member] | ||||
Derivative Instruments [Abstract] | ||||
Loss (gain) on derivative instruments | $ (10) | $ (10) | $ (20) | $ (21) |
Loss (Gain) on Derivative Instruments, Statement of Income [Extensible Enumeration] | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net |
Interest Rate Swaps [Member] | ||||
Derivative Instruments [Abstract] | ||||
Loss (gain) on derivative instruments | $ (21) | $ (11) | $ (42) | $ (17) |
Loss (Gain) on Derivative Instruments, Statement of Income [Extensible Enumeration] | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net | Interest Income (Expense), Nonoperating, Net |
Financial Instruments and Fai_7
Financial Instruments and Fair Value Measurements, Assets Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Mar. 30, 2024 | Sep. 30, 2023 | |
Impairment [Abstract] | ||
Indefinite-lived trademarks | $ 0 | $ 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 4 | 8 |
Impairment charges | 4 | 8 |
Fair Value Adjustment [Abstract] | ||
Fair value of long-term indebtedness greater/(less) than book value | (221) | |
Fair Value on Non-Recurring Basis [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 248 | 248 |
Goodwill | 4,988 | 4,981 |
Definite lived intangible assets | 1,353 | 1,455 |
Property, plant, and equipment | 4,576 | 4,576 |
Total | 11,165 | 11,260 |
Fair Value on Non-Recurring Basis [Member] | Level 1 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 0 | 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 0 | 0 |
Total | 0 | 0 |
Fair Value on Non-Recurring Basis [Member] | Level 2 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 0 | 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 0 | 0 |
Total | 0 | 0 |
Fair Value on Non-Recurring Basis [Member] | Level 3 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 248 | 248 |
Goodwill | 4,988 | 4,981 |
Definite lived intangible assets | 1,353 | 1,455 |
Property, plant, and equipment | 4,576 | 4,576 |
Total | $ 11,165 | $ 11,260 |
Segment and Geographic Data, Se
Segment and Geographic Data, Selected Information by Reportable Segment (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 USD ($) | Apr. 01, 2023 USD ($) | Mar. 30, 2024 USD ($) Segment | Apr. 01, 2023 USD ($) | |
Segment and Geographic Data [Abstract] | ||||
Number of reporting segments | Segment | 4 | |||
Selected Information by Reportable Segment [Abstract] | ||||
Net sales | $ 3,076 | $ 3,288 | $ 5,929 | $ 6,348 |
Operating income | 208 | 301 | 365 | 511 |
Depreciation and amortization | 214 | 200 | 428 | 399 |
Operating Segment [Member] | Consumer Packaging International [Member] | ||||
Selected Information by Reportable Segment [Abstract] | ||||
Net sales | 968 | 1,059 | 1,885 | 1,995 |
Operating income | 3 | 75 | 34 | 121 |
Depreciation and amortization | 81 | 77 | 161 | 151 |
Operating Segment [Member] | Consumer Packaging North America [Member] | ||||
Selected Information by Reportable Segment [Abstract] | ||||
Net sales | 751 | 774 | 1,451 | 1,537 |
Operating income | 77 | 93 | 140 | 164 |
Depreciation and amortization | 57 | 54 | 114 | 105 |
Operating Segment [Member] | Health, Hygiene & Specialties [Member] | ||||
Selected Information by Reportable Segment [Abstract] | ||||
Net sales | 646 | 677 | 1,248 | 1,340 |
Operating income | 33 | 34 | 30 | 68 |
Depreciation and amortization | 45 | 44 | 91 | 88 |
Operating Segment [Member] | Flexibles [Member] | ||||
Selected Information by Reportable Segment [Abstract] | ||||
Net sales | 711 | 778 | 1,345 | 1,476 |
Operating income | 95 | 99 | 161 | 158 |
Depreciation and amortization | $ 31 | $ 25 | $ 62 | $ 55 |
Segment and Geographic Data, _2
Segment and Geographic Data, Selected Information by Geographical Region (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Selected Information by Geographical Region [Abstract] | ||||
Net sales | $ 3,076 | $ 3,288 | $ 5,929 | $ 6,348 |
Reportable Geographical Region [Member] | United States and Canada [Member] | ||||
Selected Information by Geographical Region [Abstract] | ||||
Net sales | 1,672 | 1,751 | 3,233 | 3,447 |
Reportable Geographical Region [Member] | Europe [Member] | ||||
Selected Information by Geographical Region [Abstract] | ||||
Net sales | 1,125 | 1,237 | 2,136 | 2,286 |
Reportable Geographical Region [Member] | Rest of World [Member] | ||||
Selected Information by Geographical Region [Abstract] | ||||
Net sales | $ 279 | $ 300 | $ 560 | $ 615 |
Basic and Diluted Earnings Pe_3
Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Numerator [Abstract] | ||||
Consolidated net income | $ 116 | $ 174 | $ 175 | $ 280 |
Denominator [Abstract] | ||||
Weighted average common shares outstanding - basic (in shares) | 115.6 | 120.7 | 115.6 | 122.2 |
Dilutive shares (in shares) | 2.6 | 1.8 | 2.9 | 1.1 |
Weighted average common and common equivalent shares outstanding - diluted (in shares) | 118.2 | 122.5 | 118.5 | 123.3 |
Per Common Share Earnings [Abstract] | ||||
Basic (in dollars per share) | $ 1 | $ 1.44 | $ 1.51 | $ 2.29 |
Diluted (in dollars per share) | $ 0.98 | $ 1.42 | $ 1.48 | $ 2.27 |
Antidilutive Shares [Abstract] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 2.2 | 1.2 | 2.3 | 2.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | $ 3,216 | |||
Other comprehensive income (loss) before reclassifications | $ (43) | $ 39 | 31 | $ 185 |
Net amount reclassified from accumulated other comprehensive loss | (9) | (10) | (21) | (16) |
Ending balance | 3,294 | 3,294 | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (274) | (263) | (336) | (403) |
Ending balance | (326) | (234) | (326) | (234) |
Currency Translation [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (201) | (314) | (340) | (455) |
Other comprehensive income (loss) before reclassifications | (70) | 60 | 69 | 201 |
Net amount reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Ending balance | (271) | (254) | (271) | (254) |
Defined Benefit Pension and Retiree Health Benefit Plans [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (84) | (32) | (84) | (32) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Net amount reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Ending balance | (84) | (32) | (84) | (32) |
Derivative Instruments [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | 11 | 83 | 88 | 84 |
Other comprehensive income (loss) before reclassifications | 27 | (21) | (38) | (16) |
Net amount reclassified from accumulated other comprehensive loss | (9) | (10) | (21) | (16) |
Ending balance | $ 29 | $ 52 | $ 29 | $ 52 |