Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Apr. 01, 2017 | May 03, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BERRY GLOBAL GROUP INC | |
Entity Central Index Key | 1,378,992 | |
Current Fiscal Year End Date | --10-01 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 129.7 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 1, 2017 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Consolidated Statements of Income (Unaudited) [Abstract] | ||||
Net sales | $ 1,806 | $ 1,614 | $ 3,308 | $ 3,226 |
Costs and expenses: | ||||
Cost of goods sold | 1,453 | 1,269 | 2,659 | 2,589 |
Selling, general and administrative | 132 | 138 | 245 | 292 |
Amortization of intangibles | 40 | 35 | 73 | 71 |
Restructuring and impairment charges | 6 | 7 | 10 | 23 |
Operating income | 175 | 165 | 321 | 251 |
Other (income) expense, net | 20 | (7) | 19 | (3) |
Interest expense, net | 67 | 74 | 135 | 149 |
Income before income taxes | 88 | 98 | 167 | 105 |
Income tax expense | 16 | 39 | 44 | 42 |
Consolidated net income | $ 72 | $ 59 | $ 123 | $ 63 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.56 | $ 0.49 | $ 0.98 | $ 0.52 |
Diluted (in dollars per share) | $ 0.54 | $ 0.47 | $ 0.94 | $ 0.51 |
Outstanding weighted-average shares: | ||||
Basic (in shares) | 127.7 | 120.5 | 124.9 | 120.3 |
Diluted (in shares) | 133.2 | 124.4 | 130.7 | 124 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Consolidated Statements of Comprehensive Income (Unaudited) [Abstract] | ||||
Consolidated net income | $ 72 | $ 59 | $ 123 | $ 63 |
Currency translation | 21 | 84 | (24) | 55 |
Defined benefit pension and retiree health benefit plans | 13 | 0 | 13 | 0 |
Interest rate hedges | 15 | (19) | 33 | (15) |
Provision for income taxes related to other comprehensive income items | (6) | 7 | (13) | 6 |
Other comprehensive income, net of tax | 43 | 72 | 9 | 46 |
Comprehensive income | $ 115 | $ 131 | $ 132 | $ 109 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 293 | $ 323 |
Accounts receivable (less allowance of $13 and $8, respectively) | 799 | 704 |
Inventories: | ||
Finished goods | 475 | 397 |
Raw materials and supplies | 327 | 263 |
Inventory, total | 802 | 660 |
Prepaid expenses and other current assets | 102 | 105 |
Total current assets | 1,996 | 1,792 |
Property, plant, and equipment, net | 2,392 | 2,224 |
Goodwill and intangible assets, net | 4,102 | 3,606 |
Other assets | 51 | 31 |
Total assets | 8,541 | 7,653 |
Current liabilities: | ||
Accounts payable | 578 | 539 |
Accrued expenses and other current liabilities | 494 | 449 |
Current portion of long-term debt | 36 | 43 |
Total current liabilities | 1,108 | 1,031 |
Long-term debt, less current portion | 6,012 | 5,712 |
Deferred income taxes | 404 | 272 |
Other long-term liabilities | 315 | 417 |
Total liabilities | 7,839 | 7,432 |
Stockholders' equity | ||
Common stock (129.5 and 122.0 million shares issued, respectively) | 1 | 1 |
Additional paid-in capital | 798 | 449 |
Non-controlling interest | 3 | 3 |
Accumulated equity (deficit) | 39 | (84) |
Accumulated other comprehensive loss | (139) | (148) |
Total stockholders' equity | 702 | 221 |
Total liabilities and stockholders' equity | $ 8,541 | $ 7,653 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Millions, $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Current assets: | ||
Accounts receivable, allowance | $ 13 | $ 8 |
Stockholders' equity | ||
Common stock, shares issued (in shares) | 129.5 | 122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Apr. 01, 2017 | Apr. 02, 2016 | |
Cash Flows from Operating Activities: | ||
Net income | $ 123 | $ 63 |
Adjustments to reconcile net cash provided by operating activities: | ||
Depreciation | 178 | 199 |
Amortization of intangibles | 73 | 71 |
Non-cash interest expense | 4 | 5 |
Deferred income tax | 12 | 21 |
Stock compensation expense | 11 | 14 |
Other non-cash operating activities, net | 24 | 6 |
Changes in working capital | (90) | (19) |
Changes in other assets and liabilities | (2) | 1 |
Net cash from operating activities | 333 | 361 |
Cash Flows from Investing Activities: | ||
Additions to property, plant and equipment | (135) | (173) |
Proceeds from sale of assets | 4 | 4 |
Acquisition of business, net of cash acquired | (458) | (2,283) |
Other investing activities, net | (1) | 0 |
Net cash from investing activities | (590) | (2,452) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 595 | 2,490 |
Repayments on long-term borrowings | (317) | (267) |
Proceeds from issuance of common stock | 15 | 11 |
Payment of tax receivable agreement | (60) | (57) |
Debt financing costs | (4) | (37) |
Purchase of non-controlling interest | 0 | (66) |
Net cash from financing activities | 229 | 2,074 |
Effect of exchange rate changes on cash | (2) | 1 |
Net change in cash | (30) | (16) |
Cash and cash equivalents at beginning of period | 323 | 228 |
Cash and cash equivalents at end of period | $ 293 | $ 212 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Apr. 01, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited Condensed 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 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 of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the time of the filing have been evaluated. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's most recent Form 10-K filed with the Securities and Exchange Commission. Effective April 13, 2017, the Company changed its name from Berry Plastics Group, Inc. to Berry Global Group, Inc. The new name is reflected throughout this Form 10-Q. Common Shares of the Company stock continue to be traded on the New York Stock Exchange under the symbol BERY. In addition, Berry Plastics Corporation, a wholly owned subsidiary, has changed its name to Berry Global, Inc. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Apr. 01, 2017 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements | 2. Recently Issued Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates to the FASB's Accounting Standards Codification. During fiscal 2017, with the exception of the below, there have been no developments to the recently adopted accounting pronouncements from those disclosed in the Company's 2016 Annual Report on Form 10-K that are considered to have a material impact on our unaudited consolidated financial statements. Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, Step 2, which was previously used to compute the implied fair value of goodwill, was eliminated. This update requires an entity to perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment will be recognized in the amount by which a reporting unit's carrying amount exceeds its fair value. The loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for interim and annual periods beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted. The Company does not expect a significant impact as a result of this change. We will adopt this guidance for our fiscal 2017 goodwill testing. Retirement Benefits In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires employers to report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. If a separate line item is used to present the other components of net benefit cost, then the line item used in the income statement to present the other components of net benefit cost must be disclosed. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. |
Acquisitions
Acquisitions | 6 Months Ended |
Apr. 01, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisitions AEP Industries Inc. In January 2017, the Company acquired AEP Industries Inc. (“AEP”) for a purchase price of $786 million, net of cash acquired. A portion of the purchase price consisted of issuing 6.5 million of Berry common shares which were valued at $328 million at the time of closing. AEP manufactures and markets an extensive and diverse line of polyethylene and polyvinyl chloride flexible plastic packaging products with consumer, industrial, and agricultural applications. The acquired business is operated in our Engineered Materials segment. To finance the purchase, the Company entered into an incremental assumption agreement to increase the commitments under the Company's existing term loan credit agreement by $500 million due 2024. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on preliminary fair values at the acquisition date. The results of AEP have been included in the consolidated results of the Company since the date of the acquisition. The Company has not finalized the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed. The Company has recognized Goodwill on this transaction primarily as a result of expected cost synergies, and does not expect Goodwill to be deductible for tax purposes. The following table summarizes the preliminary allocation of purchase price and the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition: Working capital (a) $ 129 Property and equipment 222 Intangible assets 269 Goodwill 307 Historical AEP debt assumed (7 ) Other assets and long-term liabilities (134 ) (a) Includes a $5 million step up of inventory to fair value Unaudited pro forma net sales were $1.9 billion and $3.6 billion for the quarterly period and two quarterly periods ended April 1, 2017, respectively, and $1.9 billion and $3.8 billion for the quarterly period and two quarterly periods ended April 2, 2016, respectively. Unaudited pro forma net income was $74 million and $125 million for the quarterly period and two quarterly periods ended April 1, 2017, respectively, and $70 million and $73 million for the quarterly period and two quarterly periods ended April 2, 2016, respectively. The unaudited pro forma net sales and net income assume that the AEP acquisition had occurred as of the beginning of the period. AVINTIV Inc. In October 2015, the Company acquired 100% of the capital stock of AVINTIV Inc. (“Avintiv”) for a purchase price of $2.26 billion, net of cash acquired. Avintiv was one of the world’s leading developers, producers, and marketers of nonwoven specialty materials used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications. To finance the purchase, the Company issued $400 million aggregate principal amount of 6.0% second priority senior secured notes due 2022 and entered into an incremental assumption agreement to increase the commitments under the Company’s existing term loan credit agreement by $2.1 billion due 2022. The results of Avintiv have been included in the consolidated results of the Company since the date of acquisition. |
Accounts Receivable Factoring A
Accounts Receivable Factoring Agreements | 6 Months Ended |
Apr. 01, 2017 | |
Accounts Receivable Factoring Agreements [Abstract] | |
Accounts Receivable Factoring Agreements | 4. Accounts Receivable Factoring Agreements A number of the Company's foreign subsidiaries have entered into factoring agreements to sell certain receivables to unrelated third-party financial institutions. The Company accounts for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold. The table below summarizes the total amount of accounts receivable on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Trade receivables sold to financial institutions $ 26 $ 23 Net amounts advanced from financial institutions (24 ) (18 ) Amounts due from financial institutions $ 2 $ 5 In addition to the programs described above, the Company has a U.S. based program where certain U.S. based receivables are sold to unrelated third-party financial institutions. There were no amounts outstanding from the financial institutions related to U.S. based programs at April 1, 2017. The fees associated with transfer of receivables for all programs were not material for any of the periods presented. |
Restructuring and Impairment Ch
Restructuring and Impairment Charges | 6 Months Ended |
Apr. 01, 2017 | |
Restructuring and Impairment Charges [Abstract] | |
Restructuring and Impairment Charges | 5. Restructuring and Impairment Charges The Company incurred restructuring costs related to severance, asset impairment, and facility exit costs. The tables below set forth the significant components of the restructuring charges recognized, by segment: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Consumer Packaging $ 2 $ 2 $ 4 $ 5 Health, Hygiene & Specialties 2 4 4 16 Engineered Materials 2 1 2 2 Consolidated $ 6 $ 7 $ 10 $ 23 The table below sets forth the activity with respect to the restructuring accrual at April 1, 2017: Severance and termination benefits Facilities exit costs and other Non-cash charges Total Balance at October 1, 2016 $ 7 $ 6 $ — $ 13 Charges 7 3 — 10 Non-cash asset impairment — — — — Cash payments (9 ) (4 ) — (13 ) Balance at April 1, 2017 $ 5 $ 5 $ — $ 10 |
Accrued Expenses, Other Current
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities | 6 Months Ended |
Apr. 01, 2017 | |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities | 6. Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities The following table sets forth the totals included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Employee compensation, payroll and other $ 122 $ 152 Interest 36 53 Rebates 50 54 Restructuring 10 13 Accrued taxes 65 40 Tax receivable agreement obligation 103 60 Accrued operating expenses 108 77 $ 494 $ 449 The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Lease retirement obligation $ 36 $ 34 Sale-lease back deferred gain 25 26 Pension liability 85 88 Deferred purchase price 44 41 Tax receivable agreement obligation 20 114 Interest rate swaps 35 45 Other 70 69 $ 315 $ 417 The Company made $60 million of payments related to the income tax receivable agreement ("TRA") in the December 31, 2016 quarter, of which Apollo Global Management, LLC received $48 million. The TRA provides for an annual payment to TRA holders at 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized as a result of the utilization of our net operating losses attributable to periods prior to the initial public offering. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Apr. 01, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of the following: Maturity Date April 1, 2017 October 1, 2016 Term loan February 2020 $ 1,148 $ 1,351 Term loan January 2021 814 814 Term loan October 2022 1,795 1,895 Term loan January 2024 500 — Revolving line of credit May 2020 100 — 5 1 / 8 July 2023 700 700 5 1 / 2 May 2022 500 500 6% Second Priority Senior Secured Notes October 2022 400 400 Debt discounts and deferred fees (55 ) (58 ) Capital leases and other Various 146 153 Total long-term debt 6,048 5,755 Current portion of long-term debt (36 ) (43 ) Long-term debt, less current portion $ 6,012 $ 5,712 The Company was in compliance with all covenants as of April 1, 2017. 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 through maturity. Term Loans In January 2017, the Company entered into an incremental assumption agreement to increase the commitments under the existing term loan credit agreement by $500 million in order to finance the AEP acquisition. The incremental assumption agreement provided for the $500 million incremental term loan to bear interest at LIBOR plus 2.50% per annum with no LIBOR floor, to mature in January 2024 and to be subject to customary amortization. During the quarter the Company executed an amendment to lower the interest rates under certain of the term loans. The term loans maturing in October 2022 now bear interest at LIBOR plus 2.50% with no LIBOR floor. The term loans maturing in February 2020 and January 2021 now bear interest at LIBOR plus 2.25% with no LIBOR floor. During fiscal 2017, the Company has made $317 million of repayments on long-term borrowings using existing liquidity and the revolving line of credit. As a result of the current year prepayments and modifications, the Company recorded a $2 million loss on debt extinguishment in Other (income) expense, net, reflecting the write-off of deferred financing fees and debt discounts, net of amortization associated with the portion of the debt that was considered extinguished. Additionally, the Company recognized $9 million of debt discounts and deferred financing fees related to the incremental assumption agreements and amendments. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Apr. 01, 2017 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Financial Instruments and Fair Value Measurements | 8. 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. The Company designates derivative instruments that qualify as hedging instruments, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. To the extent hedging relationships are found to be effective, which is evaluated quarterly, changes in the fair value of the derivatives are offset by changes in the fair value of the related hedged item and recorded to Accumulated other comprehensive loss. The Company records the changes in the fair value of derivatives that are not designated as hedging instruments to the Consolidated Statements of Income. Foreign Currency Forward Contracts The primary purpose of the Company's foreign currency hedging activities is to manage the potential changes in value associated with the changes in foreign currencies on future foreign cash movements for certain jurisdictions. The changes in fair value of these derivative contracts are recognized in Other (income) expense, net on the Consolidated Statements of Income and are largely offset by the remeasurement of the underlying intercompany loan. When valuing foreign currency forward contracts the Company utilizes Level 2 (significant observable inputs) fair value measurements. These contracts are typically entered into and settled within the given quarterly reporting period. Interest Rate Swaps - Cash Flow Hedges The primary purpose of our interest rate swaps is to manage cash flow variability associated with our outstanding variable rate term loan debt. At inception these contracts are designed as effective cash flow hedges. When valuing interest rate swaps we utilize derivative Level 2 (significant observable inputs) fair value measurements. For interest rate swaps that are designated and qualify as cash flow hedges, the effective portion of the gain or loss is reported as a component of Accumulated other comprehensive loss. Cash flow hedge accounting is discontinued when it is determined that an interest rate swap no longer qualifies as an effective hedge. When cash flow hedge accounting is de-designated, the swap is subject to the mark-to-market method of accounting prospectively. Changes in the mark-to-market fair value of the de-designated instrument are recorded to the Consolidated Statements of Income. Unrealized gains and losses that were previously deferred in Accumulated other comprehensive loss are amortized to Interest expense over the remaining term of the swap. Active Interest Rate Swap Arrangements In February 2013, the Company entered into a $1 billion interest rate swap transaction with an effective date of May 2016 and expiration in May 2019. In June 2013, the Company elected to settle this derivative instrument and received $16 million as a result of this settlement. The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense from May 2016 through May 2019, the original term of the swap agreement. In March 2014, the Company entered into a $1 billion interest rate swap transaction with an effective date of February 2016 and expiration in February 2019. In February 2017, in conjunction with the term loan modifications, the Company discontinued hedge accounting. Previously unrealized losses in Accumulated other comprehensive loss are being amortized to Interest expense through February 2019, the original term of the swap. In order to offset the impact of future fair value changes of the March 2014 de-designated swap, the Company entered into a mirrored offsetting swap in February 2017 and has not designated it as a hedge. In September 2015, the Company entered into a $1 billion interest rate swap transaction with an effective date of December 2015 and expiration in June 2019. In February 2017, in conjunction with the term loan modifications, the Company entered into an agreement to modify the terms of the original swap on a prospective basis. At that time, the Company de-designated the hedge and has re-designated the modified swap as an effective cash flow hedge. The amount included in Accumulated other comprehensive loss at the date of de-designation is being amortized to Interest expense through June 2019, the original term of the swap. The modified agreement swaps a one-month variable LIBOR contract for a fixed annual rate of 1.5190% with an effective date in March 2017 and expiration in June 2019. In January 2017, the Company entered into a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.00%, with an effective date in May 2017 and expiration in May 2022. In February 2017, the Company entered into a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.3785% with an effective date in February 2017 and expiration in February 2019. 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 as of the current period are as follows; Derivatives Instruments Hedge Designation Balance Sheet Location April 1, 2017 October 1, 2016 Foreign currency forward contracts Not designated Other assets $ 4 $ 3 Interest rate swaps Not designated Other assets 18 — Interest rate swaps Designated Other long-term liabilities 17 48 Interest rate swaps Not designated Other long-term liabilities 18 — The effect of the Company's derivative instruments on the Consolidated Statements of Income is as follows: Quarterly Period Ended Two Quarterly Periods Ended Derivatives instruments Statements of Income Location April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Interest rate swaps Interest expense, net $ 3 $ 4 $ 8 $ 4 Foreign currency forward contracts Other (income) expense, net $ 1 $ 7 $ 2 $ 6 The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be approximately $7 million in the next 12 months. 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. The assets are adjusted to fair value only when the carrying values exceed the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets include primarily 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 2016 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 April 1, 2017 and October 1, 2016, along with the impairment loss recognized on the fair value measurement during the period: As of April 1, 2017 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,706 2,706 — Definite lived intangible assets — — 1,148 1,148 — Property, plant, and equipment — — 2,392 2,392 — Total $ — $ — $ 6,494 $ 6,494 $ — As of October 1, 2016 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,406 2,406 — Definite lived intangible assets — — 952 952 — Property, plant, and equipment — — 2,224 2,224 3 Total $ — $ — $ 5,830 $ 5,830 $ 3 The Company's financial instruments consist primarily of cash and cash equivalents and long-term debt. The fair value of our marketable long-term indebtedness exceeded book value by $68 million as of April 1, 2017. The Company's long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available. |
Income Taxes
Income Taxes | 6 Months Ended |
Apr. 01, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes The Company's effective tax rate was 18% and 40% for the quarterly period ended April 1, 2017 and April 2, 2016, respectively. Within the quarter, the effective tax rate was favorably impacted primarily by the discrete items related to share based compensation excess tax benefit of 12% and state valuation allowance release of 10%, partially offset by other discrete items. |
Operating Segments
Operating Segments | 6 Months Ended |
Apr. 01, 2017 | |
Operating Segments [Abstract] | |
Operating Segments | 10. Operating Segments The Company's operations are organized into three operating segments: Consumer Packaging, Health, Hygiene & Specialties, and Engineered Materials. The structure is designed to align us with our customers, provide improved service, and drive future growth in a cost efficient manner. In October 2016, the Company realigned portions of our operating segments in order to leverage geographic management teams and commercial activities. The international portion of our Retail & Industrial product line was moved from Engineered Materials to the Specialties product line within Health, Hygiene & Specialties, resulting in a $33 million and $69 million movement in Net sales in the quarterly and two quarterly periods ended April 2, 2016, respectively. Additionally, to align the newly acquired AEP business with our existing Core Films business, $78 million and $156 million of Net sales were moved from Consumer Packaging to Engineered Materials in the quarterly and two quarterly periods ended April 2, 2016, respectively. As result of these organizational realignments, we have recast prior period segment amounts. Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: Consumer Packaging $ 589 $ 610 $ 1,138 $ 1,214 Health, Hygiene & Specialties 597 601 1,167 1,201 Engineered Materials 620 403 1,003 811 Total net sales $ 1,806 $ 1,614 $ 3,308 $ 3,226 Operating income: Consumer Packaging $ 56 $ 59 $ 90 $ 98 Health, Hygiene & Specialties 52 58 111 71 Engineered Materials 67 48 120 82 Total operating income $ 175 $ 165 $ 321 $ 251 Depreciation and amortization: Consumer Packaging $ 59 $ 60 $ 118 $ 122 Health, Hygiene & Specialties 46 50 90 105 Engineered Materials 26 21 43 43 Total depreciation and amortization $ 131 $ 131 $ 251 $ 270 April 1, 2017 October 1, 2016 Total assets: Consumer Packaging $ 3,259 $ 3,315 Health, Hygiene & Specialties 3,448 3,504 Engineered Materials 1,834 834 Total assets $ 8,541 $ 7,653 Selected information by geography is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: North America $ 1,500 $ 1,303 $ 2,704 $ 2,610 South America 81 80 161 159 Europe 162 174 311 339 Asia 63 57 132 118 Total net sales $ 1,806 $ 1,614 $ 3,308 $ 3,226 April 1, 2017 October 1, 2016 Long-lived assets: North America $ 5,443 $ 4,724 South America 383 386 Europe 434 462 Asia 285 289 Total Long-lived assets $ 6,545 $ 5,861 Selected information by product line is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended (in percentages) April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: Rigid Open Top 40 % 41 % 41 % 41 % Rigid Closed Top 60 59 59 59 Consumer Packaging 100 % 100 % 100 % 100 % Health 22 % 19 % 21 % 19 % Hygiene 43 45 44 45 Specialties 35 36 35 36 Health, Hygiene & Specialties 100 % 100 % 100 % 100 % Core Films 46 % 71 % 57 % 71 % Retail & Industrial 54 29 43 29 Engineered Materials 100 % 100 % 100 % 100 % Goodwill In connection with the change in reporting segments, the Company reallocated goodwill to the segments under the provisions of ASC 350. The changes in the carrying amount of goodwill by reportable segment are as follows: Consumer Packaging Health, Hygiene & Specialties Engineered Materials Total Balance as of October 1, 2016 $ 1,520 $ 801 $ 85 $ 2,406 Segment reorganization (110 ) 7 103 — Acquisition, net — — 307 307 Foreign currency translation adjustment (1 ) (6 ) — (7 ) Balance as of April 1, 2017 $ 1,409 $ 802 $ 495 $ 2,706 |
Contingencies and Commitments
Contingencies and Commitments | 6 Months Ended |
Apr. 01, 2017 | |
Contingencies and Commitments [Abstract] | |
Contingencies and Commitments | 11. Contingencies and Commitments The Company is party to various legal proceedings in addition to the above 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, management believes that any ultimate liability would not be material to its financial statements. The Company has various purchase commitments for raw materials, supplies, and property and equipment incidental to the ordinary conduct of business. |
Basic and Diluted Net Income pe
Basic and Diluted Net Income per Share | 6 Months Ended |
Apr. 01, 2017 | |
Basic and Diluted Net Income per Share [Abstract] | |
Basic and Diluted Net Income per Share | 12. Basic and Diluted Net Income per Share Basic net income per share 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 net income per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For purposes of this calculation, stock options are considered to be common stock equivalents and are only included in the calculation of diluted net income per share when their effect is dilutive. Shares excluded from the calculation as the effect of their conversion into shares of our common stock would be antidilutive were 1.1 million for the six months ended April 1, 2017. The following tables and discussion provide a reconciliation of the numerator and denominator of the basic and diluted net income per share computations. Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Numerator Consolidated net income $ 72 $ 59 $ 123 $ 63 Denominator Weighted average common shares outstanding - basic 127.7 120.5 124.9 120.3 Dilutive shares 5.5 3.9 5.8 3.7 Weighted average common and common equivalent shares outstanding - diluted 133.2 124.4 130.7 124.0 Per common share income Basic $ 0.56 $ 0.49 $ 0.98 $ 0.52 Diluted $ 0.54 $ 0.47 $ 0.94 $ 0.51 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Apr. 01, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 13. Accumulated Other Comprehensive Income (Loss) The components and activity of Accumulated other comprehensive income (loss) are as follows: Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Designated as Hedges Interest Rate Swaps Not Designated as Hedges Accumulated Other Comprehensive Income (Loss) Balance at October 1, 2016 $ (82 ) $ (44 ) $ (31 ) $ 9 $ (148 ) De-designated hedges — — 20 (20 ) — Other comprehensive income (loss) before reclassifications (24 ) 13 25 — 14 Net amount reclassified from accumulated other comprehensive income (loss) — — 7 1 8 Provision for income taxes related to other comprehensive income items — — (12 ) (1 ) (13 ) Balance at April 1, 2017 $ (106 ) $ (31 ) $ 9 $ (11 ) $ (139 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Designated as Hedges Interest Rate Swaps Not Designated as Hedges Accumulated Other Comprehensive Income (Loss) Balance at September 26, 2015 $ (81 ) $ (25 ) $ (23 ) $ 10 $ (129 ) Other comprehensive income (loss) before reclassifications 55 — (19 ) — 36 Net amount reclassified from accumulated other comprehensive income (loss) — — 4 — 4 Provision for income taxes related to other comprehensive income items — — 6 — 6 Balance at April 2, 2016 $ (26 ) $ (25 ) $ (32 ) $ 10 $ (83 ) |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Apr. 01, 2017 | |
Guarantor and Non-Guarantor Financial Information [Abstract] | |
Guarantor and Non-Guarantor Financial Information | 14. Guarantor and Non-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 Note, "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, as a result of the holders of certain other indebtedness foreclosing on a pledge of the shares of a guarantor subsidiary or if such guarantor no longer guarantees certain other indebtedness of the 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 the 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 condensed consolidating financial information for the Parent, Issuer, guarantor subsidiaries and non-guarantor subsidiaries. The Issuer and guarantor financial information includes all of our domestic operating subsidiaries; our non-guarantor subsidiaries include our foreign subsidiaries, certain immaterial domestic subsidiaries and the unrestricted subsidiaries under the Issuer's indentures. The Parent uses the equity method to account for its ownership in the Issuer in the Condensed Consolidating Supplemental Financial Statements. The Issuer uses the equity method to account for its ownership in the guarantor and non-guarantor subsidiaries. All consolidating entries are included in the eliminations column along with the elimination of intercompany balances. Condensed Supplemental Consolidated Balance Sheet April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 77 $ 1,191 $ 728 $ — $ 1,996 Intercompany receivable 462 2,730 — — (3,192 ) — Property, plant, and equipment, net — 75 1,611 706 — 2,392 Other assets 770 5,037 4,629 520 (6,803 ) 4,153 Total assets $ 1,232 $ 7,919 $ 7,431 $ 1,954 $ (9,995 ) $ 8,541 Current liabilities $ 106 $ 143 $ 581 $ 278 $ — $ 1,108 Intercompany payable — 67 2,973 152 (3,192 ) — Other long-term liabilities 424 6,133 107 67 — 6,731 Stockholders' equity (deficit) 702 1,576 3,770 1,457 (6,803 ) 702 Total liabilities and stockholders' equity (deficit) $ 1,232 $ 7,919 $ 7,431 $ 1,954 $ (9,995 ) $ 8,541 October 1, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 161 $ 945 $ 686 $ — $ 1,792 Intercompany receivable 364 2,797 — — (3,161 ) — Property, plant and equipment, net — 76 1,434 714 — 2,224 Other assets 302 4,101 4,094 557 (5,417 ) 3,637 Total assets $ 666 $ 7,135 $ 6,473 $ 1,957 $ (8,578 ) $ 7,653 Current liabilities $ 60 $ 207 $ 480 $ 284 $ — $ 1,031 Intercompany payable — — 2,992 169 (3,161 ) — Other long-term liabilities 385 5,822 126 68 — 6,401 Stockholders' equity (deficit) 221 1,106 2,875 1,436 (5,417 ) 221 Total liabilities and stockholders' equity (deficit) $ 666 $ 7,135 $ 6,473 $ 1,957 $ (8,578 ) $ 7,653 Condensed Supplemental Consolidated Statements of Income Quarterly Period Ended April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 146 $ 1,252 $ 408 $ — $ 1,806 Cost of goods sold — 117 1,012 324 — 1,453 Selling, general and administrative — (11 ) 87 56 — 132 Amortization of intangibles — 1 31 8 — 40 Restructuring and impairment charges — — 6 — — 6 Operating income — 39 116 20 — 175 Other expense (income), net — 10 2 8 — 20 Interest expense, net — 6 46 15 — 67 Equity in net income of subsidiaries (88 ) (51 ) — — 139 — Income (loss) before income taxes 88 74 68 (3 ) (139 ) 88 Income tax expense (benefit) 16 2 — 14 (16 ) 16 Consolidated net income (loss) $ 72 $ 72 $ 68 $ (17 ) $ (123 ) $ 72 Comprehensive net income (loss) $ 72 $ 81 $ 68 $ 17 $ (123 ) $ 115 Quarterly Period Ended April 2, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 142 $ 1,070 $ 402 $ — $ 1,614 Cost of goods sold — 110 841 318 — 1,269 Selling, general and administrative — 27 83 28 — 138 Amortization of intangibles — 2 24 9 — 35 Restructuring and impairment charges — — 6 1 — 7 Operating income — 3 116 46 — 165 Other expense (income), net — 12 (3 ) (16 ) — (7 ) Interest expense, net — 9 49 16 — 74 Equity in net income of subsidiaries (98 ) (104 ) — — 202 — Income (loss) before income taxes 98 86 70 46 (202 ) 98 Income tax expense (benefit) 39 27 1 11 (39 ) 39 Consolidated net income (loss) $ 59 $ 59 $ 69 $ 35 $ (163 ) $ 59 Comprehensive net income (loss) $ 59 $ 47 $ 69 $ 119 $ (163 ) $ 131 Two Quarterly Periods Ended April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 289 $ 2,231 $ 788 $ — $ 3,308 Cost of goods sold — 233 1,801 625 — 2,659 Selling, general and administrative — 31 162 52 — 245 Amortization of intangibles — 3 56 14 — 73 Restructuring and impairment charges — — 10 — — 10 Operating income — 22 202 97 — 321 Other expense (income), net — 14 2 3 — 19 Interest expense, net — 12 91 32 — 135 Equity in net income of subsidiaries (167 ) (143 ) — — 310 — Income (loss) before income taxes 167 139 109 62 (310 ) 167 Income tax expense (benefit) 44 16 — 28 (44 ) 44 Consolidated net income (loss) $ 123 $ 123 $ 109 $ 34 $ (266 ) $ 123 Comprehensive net income (loss) $ 123 $ 143 $ 109 $ 23 $ (266 ) $ 132 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 24 $ 212 $ 97 $ — $ 333 Cash Flow from Investing Activities Additions to property, plant, and equipment — (8 ) (97 ) (30 ) — (135 ) Proceeds from sale of assets — 1 3 — — 4 (Contributions) distributions to/from subsidiaries (15 ) (443 ) — — 458 — Intercompany advances (repayments) — 94 — — (94 ) — Acquisition of business, net of cash acquired — — (458 ) — — (458 ) Other investing activities, net — (1 ) — — — (1 ) Net cash from investing activities (15 ) (357 ) (552 ) (30 ) 364 (590 ) Cash Flow from Financing Activities Proceeds from long-term debt — 595 — — — 595 Proceeds from issuance of common stock 15 — — — — 15 Payment of tax receivable agreement (60 ) — — — — (60 ) Repayments on long-term borrowings — (314 ) (2 ) (1 ) — (317 ) Contribution from Parent — — 458 — (458 ) — Debt financing costs — (4 ) — — — (4 ) Changes in intercompany balances 60 — (114 ) (40 ) 94 — Net cash from financing activities 15 277 342 (41 ) (364 ) 229 Effect of exchange rate changes on cash — — — (2 ) — (2 ) Net change in cash — (56 ) 2 24 — (30 ) Cash and cash equivalents at beginning of period — 102 5 216 — 323 Cash and cash equivalents at end of period $ — $ 46 $ 7 $ 240 $ — $ 293 Two Quarterly Periods Ended April 2, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 292 $ 2,062 $ 872 $ — $ 3,226 Cost of goods sold — 233 1,656 700 — 2,589 Selling, general and administrative — 83 158 51 — 292 Amortization of intangibles — 4 50 17 — 71 Restructuring and impairment charges — — 22 1 — 23 Operating income (loss) — (28 ) 176 103 — 251 Other expense (income), net — 11 (7 ) (7 ) — (3 ) Interest expense, net — 18 95 36 — 149 Equity in net income of subsidiaries (105 ) (139 ) — — 244 — Income (loss) before income taxes 105 82 88 74 (244 ) 105 Income tax expense (benefit) 42 19 1 22 (42 ) 42 Consolidated net income (loss) $ 63 $ 63 $ 87 $ 52 $ (202 ) $ 63 Comprehensive net income (loss) $ 63 $ 54 $ 87 $ 107 $ (202 ) $ 109 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 15 $ 249 $ 97 $ — $ 361 Cash Flow from Investing Activities Additions to property, plant, and equipment — (5 ) (143 ) (25 ) — (173 ) Proceeds from sale of assets — — 4 — — 4 (Contributions) distributions to/from subsidiaries (11 ) (2,249 ) — — 2,260 — Intercompany advances (repayments) — (110 ) — — 110 — Acquisition of business, net of cash acquired — — (291 ) (1,992 ) — (2,283 ) Net cash from investing activities (11 ) (2,364 ) (430 ) (2,017 ) 2,370 (2,452 ) Cash Flow from Financing Activities Proceeds from long-term debt — 2,490 — — — 2,490 Repayments on long-term borrowings — (243 ) — (24 ) — (267 ) Proceeds from issuance of common stock 11 — — — — 11 Payment of tax receivable agreement (57 ) — — — — (57 ) Contribution from parent — — 291 1,969 (2,260 ) — Debt financing costs — (37 ) — — — (37 ) Purchase of non-controlling interest — — (66 ) — — (66 ) Changes in intercompany balances 57 — (34 ) 87 (110 ) — Net cash from financing activities 11 2,210 191 2,032 (2,370 ) 2,074 Effect of exchange rate changes on cash — — — 1 — 1 Net change in cash — (139 ) 10 113 — (16 ) Cash and cash equivalents at beginning of period — 163 — 65 — 228 Cash and cash equivalents at end of period $ — $ 24 $ 10 $ 178 $ — $ 212 |
Recently Issued Accounting Pr21
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Apr. 01, 2017 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Goodwill | Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, Step 2, which was previously used to compute the implied fair value of goodwill, was eliminated. This update requires an entity to perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment will be recognized in the amount by which a reporting unit's carrying amount exceeds its fair value. The loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for interim and annual periods beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted. The Company does not expect a significant impact as a result of this change. We will adopt this guidance for our fiscal 2017 goodwill testing. |
Retirement Benefits | Retirement Benefits In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires employers to report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. If a separate line item is used to present the other components of net benefit cost, then the line item used in the income statement to present the other components of net benefit cost must be disclosed. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Acquisitions [Abstract] | |
Summary of Acquisition | The following table summarizes the preliminary allocation of purchase price and the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition: Working capital (a) $ 129 Property and equipment 222 Intangible assets 269 Goodwill 307 Historical AEP debt assumed (7 ) Other assets and long-term liabilities (134 ) (a) Includes a $5 million step up of inventory to fair value |
Accounts Receivable Factoring23
Accounts Receivable Factoring Agreements (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Accounts Receivable Factoring Agreements [Abstract] | |
Accounts Receivable Sold Under Factoring Arrangements | The table below summarizes the total amount of accounts receivable on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Trade receivables sold to financial institutions $ 26 $ 23 Net amounts advanced from financial institutions (24 ) (18 ) Amounts due from financial institutions $ 2 $ 5 |
Restructuring and Impairment 24
Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Restructuring and Impairment Charges [Abstract] | |
Restructuring Charges by Segment | The tables below set forth the significant components of the restructuring charges recognized, by segment: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Consumer Packaging $ 2 $ 2 $ 4 $ 5 Health, Hygiene & Specialties 2 4 4 16 Engineered Materials 2 1 2 2 Consolidated $ 6 $ 7 $ 10 $ 23 |
Restructuring Accrual Activity | The table below sets forth the activity with respect to the restructuring accrual at April 1, 2017: Severance and termination benefits Facilities exit costs and other Non-cash charges Total Balance at October 1, 2016 $ 7 $ 6 $ — $ 13 Charges 7 3 — 10 Non-cash asset impairment — — — — Cash payments (9 ) (4 ) — (13 ) Balance at April 1, 2017 $ 5 $ 5 $ — $ 10 |
Accrued Expenses, Other Curre25
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | The following table sets forth the totals included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Employee compensation, payroll and other $ 122 $ 152 Interest 36 53 Rebates 50 54 Restructuring 10 13 Accrued taxes 65 40 Tax receivable agreement obligation 103 60 Accrued operating expenses 108 77 $ 494 $ 449 |
Other Long-Term Liabilities | The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets: April 1, 2017 October 1, 2016 Lease retirement obligation $ 36 $ 34 Sale-lease back deferred gain 25 26 Pension liability 85 88 Deferred purchase price 44 41 Tax receivable agreement obligation 20 114 Interest rate swaps 35 45 Other 70 69 $ 315 $ 417 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: Maturity Date April 1, 2017 October 1, 2016 Term loan February 2020 $ 1,148 $ 1,351 Term loan January 2021 814 814 Term loan October 2022 1,795 1,895 Term loan January 2024 500 — Revolving line of credit May 2020 100 — 5 1 / 8 July 2023 700 700 5 1 / 2 May 2022 500 500 6% Second Priority Senior Secured Notes October 2022 400 400 Debt discounts and deferred fees (55 ) (58 ) Capital leases and other Various 146 153 Total long-term debt 6,048 5,755 Current portion of long-term debt (36 ) (43 ) Long-term debt, less current portion $ 6,012 $ 5,712 |
Financial Instruments and Fai27
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
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 as of the current period are as follows; Derivatives Instruments Hedge Designation Balance Sheet Location April 1, 2017 October 1, 2016 Foreign currency forward contracts Not designated Other assets $ 4 $ 3 Interest rate swaps Not designated Other assets 18 — Interest rate swaps Designated Other long-term liabilities 17 48 Interest rate swaps Not designated Other long-term liabilities 18 — |
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 Derivatives instruments Statements of Income Location April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Interest rate swaps Interest expense, net $ 3 $ 4 $ 8 $ 4 Foreign currency forward contracts Other (income) expense, net $ 1 $ 7 $ 2 $ 6 |
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 April 1, 2017 and October 1, 2016, along with the impairment loss recognized on the fair value measurement during the period: As of April 1, 2017 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,706 2,706 — Definite lived intangible assets — — 1,148 1,148 — Property, plant, and equipment — — 2,392 2,392 — Total $ — $ — $ 6,494 $ 6,494 $ — As of October 1, 2016 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,406 2,406 — Definite lived intangible assets — — 952 952 — Property, plant, and equipment — — 2,224 2,224 3 Total $ — $ — $ 5,830 $ 5,830 $ 3 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Operating Segments [Abstract] | |
Selected Information by Reportable Segment | Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: Consumer Packaging $ 589 $ 610 $ 1,138 $ 1,214 Health, Hygiene & Specialties 597 601 1,167 1,201 Engineered Materials 620 403 1,003 811 Total net sales $ 1,806 $ 1,614 $ 3,308 $ 3,226 Operating income: Consumer Packaging $ 56 $ 59 $ 90 $ 98 Health, Hygiene & Specialties 52 58 111 71 Engineered Materials 67 48 120 82 Total operating income $ 175 $ 165 $ 321 $ 251 Depreciation and amortization: Consumer Packaging $ 59 $ 60 $ 118 $ 122 Health, Hygiene & Specialties 46 50 90 105 Engineered Materials 26 21 43 43 Total depreciation and amortization $ 131 $ 131 $ 251 $ 270 April 1, 2017 October 1, 2016 Total assets: Consumer Packaging $ 3,259 $ 3,315 Health, Hygiene & Specialties 3,448 3,504 Engineered Materials 1,834 834 Total assets $ 8,541 $ 7,653 |
Selected Information by Geography | Selected information by geography is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: North America $ 1,500 $ 1,303 $ 2,704 $ 2,610 South America 81 80 161 159 Europe 162 174 311 339 Asia 63 57 132 118 Total net sales $ 1,806 $ 1,614 $ 3,308 $ 3,226 April 1, 2017 October 1, 2016 Long-lived assets: North America $ 5,443 $ 4,724 South America 383 386 Europe 434 462 Asia 285 289 Total Long-lived assets $ 6,545 $ 5,861 |
Selected Information by Product Line | Selected information by product line is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended (in percentages) April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Net sales: Rigid Open Top 40 % 41 % 41 % 41 % Rigid Closed Top 60 59 59 59 Consumer Packaging 100 % 100 % 100 % 100 % Health 22 % 19 % 21 % 19 % Hygiene 43 45 44 45 Specialties 35 36 35 36 Health, Hygiene & Specialties 100 % 100 % 100 % 100 % Core Films 46 % 71 % 57 % 71 % Retail & Industrial 54 29 43 29 Engineered Materials 100 % 100 % 100 % 100 % |
Goodwill | The changes in the carrying amount of goodwill by reportable segment are as follows: Consumer Packaging Health, Hygiene & Specialties Engineered Materials Total Balance as of October 1, 2016 $ 1,520 $ 801 $ 85 $ 2,406 Segment reorganization (110 ) 7 103 — Acquisition, net — — 307 307 Foreign currency translation adjustment (1 ) (6 ) — (7 ) Balance as of April 1, 2017 $ 1,409 $ 802 $ 495 $ 2,706 |
Basic and Diluted Net Income 29
Basic and Diluted Net Income per Share (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Basic and Diluted Net Income per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following tables and discussion provide a reconciliation of the numerator and denominator of the basic and diluted net income per share computations. Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) April 1, 2017 April 2, 2016 April 1, 2017 April 2, 2016 Numerator Consolidated net income $ 72 $ 59 $ 123 $ 63 Denominator Weighted average common shares outstanding - basic 127.7 120.5 124.9 120.3 Dilutive shares 5.5 3.9 5.8 3.7 Weighted average common and common equivalent shares outstanding - diluted 133.2 124.4 130.7 124.0 Per common share income Basic $ 0.56 $ 0.49 $ 0.98 $ 0.52 Diluted $ 0.54 $ 0.47 $ 0.94 $ 0.51 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | The components and activity of Accumulated other comprehensive income (loss) are as follows: Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Designated as Hedges Interest Rate Swaps Not Designated as Hedges Accumulated Other Comprehensive Income (Loss) Balance at October 1, 2016 $ (82 ) $ (44 ) $ (31 ) $ 9 $ (148 ) De-designated hedges — — 20 (20 ) — Other comprehensive income (loss) before reclassifications (24 ) 13 25 — 14 Net amount reclassified from accumulated other comprehensive income (loss) — — 7 1 8 Provision for income taxes related to other comprehensive income items — — (12 ) (1 ) (13 ) Balance at April 1, 2017 $ (106 ) $ (31 ) $ 9 $ (11 ) $ (139 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Designated as Hedges Interest Rate Swaps Not Designated as Hedges Accumulated Other Comprehensive Income (Loss) Balance at September 26, 2015 $ (81 ) $ (25 ) $ (23 ) $ 10 $ (129 ) Other comprehensive income (loss) before reclassifications 55 — (19 ) — 36 Net amount reclassified from accumulated other comprehensive income (loss) — — 4 — 4 Provision for income taxes related to other comprehensive income items — — 6 — 6 Balance at April 2, 2016 $ (26 ) $ (25 ) $ (32 ) $ 10 $ (83 ) |
Guarantor and Non-Guarantor F31
Guarantor and Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Apr. 01, 2017 | |
Guarantor and Non-Guarantor Financial Information [Abstract] | |
Condensed Supplemental Consolidated Financial Information | Condensed Supplemental Consolidated Balance Sheet April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 77 $ 1,191 $ 728 $ — $ 1,996 Intercompany receivable 462 2,730 — — (3,192 ) — Property, plant, and equipment, net — 75 1,611 706 — 2,392 Other assets 770 5,037 4,629 520 (6,803 ) 4,153 Total assets $ 1,232 $ 7,919 $ 7,431 $ 1,954 $ (9,995 ) $ 8,541 Current liabilities $ 106 $ 143 $ 581 $ 278 $ — $ 1,108 Intercompany payable — 67 2,973 152 (3,192 ) — Other long-term liabilities 424 6,133 107 67 — 6,731 Stockholders' equity (deficit) 702 1,576 3,770 1,457 (6,803 ) 702 Total liabilities and stockholders' equity (deficit) $ 1,232 $ 7,919 $ 7,431 $ 1,954 $ (9,995 ) $ 8,541 October 1, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 161 $ 945 $ 686 $ — $ 1,792 Intercompany receivable 364 2,797 — — (3,161 ) — Property, plant and equipment, net — 76 1,434 714 — 2,224 Other assets 302 4,101 4,094 557 (5,417 ) 3,637 Total assets $ 666 $ 7,135 $ 6,473 $ 1,957 $ (8,578 ) $ 7,653 Current liabilities $ 60 $ 207 $ 480 $ 284 $ — $ 1,031 Intercompany payable — — 2,992 169 (3,161 ) — Other long-term liabilities 385 5,822 126 68 — 6,401 Stockholders' equity (deficit) 221 1,106 2,875 1,436 (5,417 ) 221 Total liabilities and stockholders' equity (deficit) $ 666 $ 7,135 $ 6,473 $ 1,957 $ (8,578 ) $ 7,653 Condensed Supplemental Consolidated Statements of Income Quarterly Period Ended April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 146 $ 1,252 $ 408 $ — $ 1,806 Cost of goods sold — 117 1,012 324 — 1,453 Selling, general and administrative — (11 ) 87 56 — 132 Amortization of intangibles — 1 31 8 — 40 Restructuring and impairment charges — — 6 — — 6 Operating income — 39 116 20 — 175 Other expense (income), net — 10 2 8 — 20 Interest expense, net — 6 46 15 — 67 Equity in net income of subsidiaries (88 ) (51 ) — — 139 — Income (loss) before income taxes 88 74 68 (3 ) (139 ) 88 Income tax expense (benefit) 16 2 — 14 (16 ) 16 Consolidated net income (loss) $ 72 $ 72 $ 68 $ (17 ) $ (123 ) $ 72 Comprehensive net income (loss) $ 72 $ 81 $ 68 $ 17 $ (123 ) $ 115 Quarterly Period Ended April 2, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 142 $ 1,070 $ 402 $ — $ 1,614 Cost of goods sold — 110 841 318 — 1,269 Selling, general and administrative — 27 83 28 — 138 Amortization of intangibles — 2 24 9 — 35 Restructuring and impairment charges — — 6 1 — 7 Operating income — 3 116 46 — 165 Other expense (income), net — 12 (3 ) (16 ) — (7 ) Interest expense, net — 9 49 16 — 74 Equity in net income of subsidiaries (98 ) (104 ) — — 202 — Income (loss) before income taxes 98 86 70 46 (202 ) 98 Income tax expense (benefit) 39 27 1 11 (39 ) 39 Consolidated net income (loss) $ 59 $ 59 $ 69 $ 35 $ (163 ) $ 59 Comprehensive net income (loss) $ 59 $ 47 $ 69 $ 119 $ (163 ) $ 131 Two Quarterly Periods Ended April 1, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 289 $ 2,231 $ 788 $ — $ 3,308 Cost of goods sold — 233 1,801 625 — 2,659 Selling, general and administrative — 31 162 52 — 245 Amortization of intangibles — 3 56 14 — 73 Restructuring and impairment charges — — 10 — — 10 Operating income — 22 202 97 — 321 Other expense (income), net — 14 2 3 — 19 Interest expense, net — 12 91 32 — 135 Equity in net income of subsidiaries (167 ) (143 ) — — 310 — Income (loss) before income taxes 167 139 109 62 (310 ) 167 Income tax expense (benefit) 44 16 — 28 (44 ) 44 Consolidated net income (loss) $ 123 $ 123 $ 109 $ 34 $ (266 ) $ 123 Comprehensive net income (loss) $ 123 $ 143 $ 109 $ 23 $ (266 ) $ 132 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 24 $ 212 $ 97 $ — $ 333 Cash Flow from Investing Activities Additions to property, plant, and equipment — (8 ) (97 ) (30 ) — (135 ) Proceeds from sale of assets — 1 3 — — 4 (Contributions) distributions to/from subsidiaries (15 ) (443 ) — — 458 — Intercompany advances (repayments) — 94 — — (94 ) — Acquisition of business, net of cash acquired — — (458 ) — — (458 ) Other investing activities, net — (1 ) — — — (1 ) Net cash from investing activities (15 ) (357 ) (552 ) (30 ) 364 (590 ) Cash Flow from Financing Activities Proceeds from long-term debt — 595 — — — 595 Proceeds from issuance of common stock 15 — — — — 15 Payment of tax receivable agreement (60 ) — — — — (60 ) Repayments on long-term borrowings — (314 ) (2 ) (1 ) — (317 ) Contribution from Parent — — 458 — (458 ) — Debt financing costs — (4 ) — — — (4 ) Changes in intercompany balances 60 — (114 ) (40 ) 94 — Net cash from financing activities 15 277 342 (41 ) (364 ) 229 Effect of exchange rate changes on cash — — — (2 ) — (2 ) Net change in cash — (56 ) 2 24 — (30 ) Cash and cash equivalents at beginning of period — 102 5 216 — 323 Cash and cash equivalents at end of period $ — $ 46 $ 7 $ 240 $ — $ 293 Two Quarterly Periods Ended April 2, 2016 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 292 $ 2,062 $ 872 $ — $ 3,226 Cost of goods sold — 233 1,656 700 — 2,589 Selling, general and administrative — 83 158 51 — 292 Amortization of intangibles — 4 50 17 — 71 Restructuring and impairment charges — — 22 1 — 23 Operating income (loss) — (28 ) 176 103 — 251 Other expense (income), net — 11 (7 ) (7 ) — (3 ) Interest expense, net — 18 95 36 — 149 Equity in net income of subsidiaries (105 ) (139 ) — — 244 — Income (loss) before income taxes 105 82 88 74 (244 ) 105 Income tax expense (benefit) 42 19 1 22 (42 ) 42 Consolidated net income (loss) $ 63 $ 63 $ 87 $ 52 $ (202 ) $ 63 Comprehensive net income (loss) $ 63 $ 54 $ 87 $ 107 $ (202 ) $ 109 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 15 $ 249 $ 97 $ — $ 361 Cash Flow from Investing Activities Additions to property, plant, and equipment — (5 ) (143 ) (25 ) — (173 ) Proceeds from sale of assets — — 4 — — 4 (Contributions) distributions to/from subsidiaries (11 ) (2,249 ) — — 2,260 — Intercompany advances (repayments) — (110 ) — — 110 — Acquisition of business, net of cash acquired — — (291 ) (1,992 ) — (2,283 ) Net cash from investing activities (11 ) (2,364 ) (430 ) (2,017 ) 2,370 (2,452 ) Cash Flow from Financing Activities Proceeds from long-term debt — 2,490 — — — 2,490 Repayments on long-term borrowings — (243 ) — (24 ) — (267 ) Proceeds from issuance of common stock 11 — — — — 11 Payment of tax receivable agreement (57 ) — — — — (57 ) Contribution from parent — — 291 1,969 (2,260 ) — Debt financing costs — (37 ) — — — (37 ) Purchase of non-controlling interest — — (66 ) — — (66 ) Changes in intercompany balances 57 — (34 ) 87 (110 ) — Net cash from financing activities 11 2,210 191 2,032 (2,370 ) 2,074 Effect of exchange rate changes on cash — — — 1 — 1 Net change in cash — (139 ) 10 113 — (16 ) Cash and cash equivalents at beginning of period — 163 — 65 — 228 Cash and cash equivalents at end of period $ — $ 24 $ 10 $ 178 $ — $ 212 |
Acquisitions, AEP Industries In
Acquisitions, AEP Industries Inc. (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2017 | Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | Oct. 01, 2016 | ||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Goodwill | $ 2,706 | $ 2,706 | $ 2,406 | ||||
Term Loan due January 2024 [Member] | |||||||
Acquisitions [Abstract] | |||||||
Face amount of debt issued | $ 500 | ||||||
AEP [Member] | |||||||
Acquisitions [Abstract] | |||||||
Purchase price, net of cash acquired | $ 786 | ||||||
Number of shares issued (in shares) | 6.5 | ||||||
Value of shares issued at time of closing | $ 328 | ||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Working capital | [1] | 129 | |||||
Property and equipment | 222 | ||||||
Intangible assets | 269 | ||||||
Goodwill | 307 | ||||||
Historical AEP debt assumed | (7) | ||||||
Other assets and long-term liabilities | (134) | ||||||
Step up of inventory to fair value | $ 5 | ||||||
Pro Forma Information [Abstract] | |||||||
Pro forma net sales | 1,900 | $ 1,900 | 3,600 | $ 3,800 | |||
Pro forma net income | $ 74 | $ 70 | $ 125 | $ 73 | |||
[1] | Includes a $5 million step up of inventory to fair value. |
Acquisitions, AVINTIV Inc. (Det
Acquisitions, AVINTIV Inc. (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2015 | Apr. 01, 2017 | |
6.0% Second Priority Senior Secured Notes due October 2022 [Member] | ||
Acquisitions [Abstract] | ||
Face amount of debt issued | $ 400 | |
Interest rate | 6.00% | 6.00% |
Term Loan due October 2022 [Member] | ||
Acquisitions [Abstract] | ||
Face amount of debt issued | $ 2,100 | |
Avintiv [Member] | ||
Acquisitions [Abstract] | ||
Percentage of capital stock acquired | 100.00% | |
Purchase price, net of cash acquired | $ 2,260 |
Accounts Receivable Factoring34
Accounts Receivable Factoring Agreements (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Accounts Receivable Factoring Agreements [Abstract] | ||
Trade receivables sold to financial institutions | $ 26 | $ 23 |
Net amounts advanced from financial institutions | (24) | (18) |
Amounts due from financial institutions | $ 2 | $ 5 |
Restructuring and Impairment 35
Restructuring and Impairment Charges, Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Restructuring Charges [Abstract] | ||||
Restructuring charges | $ 6 | $ 7 | $ 10 | $ 23 |
Consumer Packaging [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | 2 | 2 | 4 | 5 |
Health, Hygiene & Specialties [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | 2 | 4 | 4 | 16 |
Engineered Materials [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | $ 2 | $ 1 | $ 2 | $ 2 |
Restructuring and Impairment 36
Restructuring and Impairment Charges, Restructuring Accrual Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | Oct. 01, 2016 | |
Restructuring Accrual [Roll Forward] | |||||
Beginning balance | $ 13 | ||||
Charges | $ 6 | $ 7 | 10 | $ 23 | |
Non-cash asset impairment | 0 | $ 3 | |||
Cash payments | (13) | ||||
Ending balance | 10 | 10 | 13 | ||
Severance and Termination Benefits [Member] | |||||
Restructuring Accrual [Roll Forward] | |||||
Beginning balance | 7 | ||||
Charges | 7 | ||||
Non-cash asset impairment | 0 | ||||
Cash payments | (9) | ||||
Ending balance | 5 | 5 | 7 | ||
Facilities Exit Costs and Other [Member] | |||||
Restructuring Accrual [Roll Forward] | |||||
Beginning balance | 6 | ||||
Charges | 3 | ||||
Non-cash asset impairment | 0 | ||||
Cash payments | (4) | ||||
Ending balance | 5 | 5 | 6 | ||
Non-Cash Charges [Member] | |||||
Restructuring Accrual [Roll Forward] | |||||
Beginning balance | 0 | ||||
Charges | 0 | ||||
Non-cash asset impairment | 0 | ||||
Cash payments | 0 | ||||
Ending balance | $ 0 | $ 0 | $ 0 |
Accrued Expenses, Other Curre37
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | ||
Employee compensation, payroll and other | $ 122 | $ 152 |
Interest | 36 | 53 |
Rebates | 50 | 54 |
Restructuring | 10 | 13 |
Accrued taxes | 65 | 40 |
Tax receivable agreement obligation | 103 | 60 |
Accrued operating expenses | 108 | 77 |
Accrued expenses and other current liabilities | $ 494 | $ 449 |
Accrued Expenses, Other Curre38
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities, Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | ||
Lease retirement obligation | $ 36 | $ 34 |
Sale-lease back deferred gain | 25 | 26 |
Pension liability | 85 | 88 |
Deferred purchase price | 44 | 41 |
Tax receivable agreement obligation | 20 | 114 |
Other long-term liabilities | 35 | 45 |
Other | 70 | 69 |
Other long-term liabilities | $ 315 | $ 417 |
Accrued Expenses, Other Curre39
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities, Tax Receivable Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jan. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | |||
Payment of tax receivable agreement | $ 60 | $ 60 | $ 57 |
Percentage of cash savings paid annually under tax receivable agreement | 85.00% | ||
Apollo Global Management, LLC [Member] | |||
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | |||
Payment of tax receivable agreement | $ 48 |
Long-Term Debt, Summary of Long
Long-Term Debt, Summary of Long-Term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Apr. 01, 2017 | Oct. 01, 2016 | Oct. 31, 2015 | |
Long-term Debt [Abstract] | |||
Debt discounts and deferred fees | $ (55) | $ (58) | |
Capital leases and other | 146 | 153 | |
Total long-term debt | 6,048 | 5,755 | |
Current portion of long-term debt | (36) | (43) | |
Long-term debt, less current portion | 6,012 | 5,712 | |
Term Loan due February 2020 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 1,148 | 1,351 | |
Maturity date | Feb. 29, 2020 | ||
Term Loan due January 2021 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 814 | 814 | |
Maturity date | Jan. 31, 2021 | ||
Term Loan due October 2022 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 1,795 | 1,895 | |
Maturity date | Oct. 31, 2022 | ||
Term Loan due January 2024 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 500 | 0 | |
Maturity date | Jan. 31, 2024 | ||
Revolving Line of Credit [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 100 | 0 | |
Maturity date | May 31, 2020 | ||
5 1/8% Second Priority Senior Secured Notes due July 2023 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 700 | 700 | |
Interest rate | 5.125% | ||
Maturity date | Jul. 31, 2023 | ||
5 1/2% Second Priority Senior Secured Notes due May 2022 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 500 | 500 | |
Interest rate | 5.50% | ||
Maturity date | May 31, 2022 | ||
6.0% Second Priority Senior Secured Notes due October 2022 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 400 | $ 400 | |
Interest rate | 6.00% | 6.00% | |
Maturity date | Oct. 31, 2022 |
Long-Term Debt, Term Loans (Det
Long-Term Debt, Term Loans (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Apr. 01, 2017 | Apr. 01, 2017 | Apr. 02, 2016 | Oct. 31, 2015 | |
Long-Term Debt [Abstract] | |||||
Repayments on long-term debt | $ 317 | $ 267 | |||
Other (Income) Expense, Net [Member] | |||||
Long-Term Debt [Abstract] | |||||
Loss on extinguishment of debt | $ (2) | ||||
Term Loan due October 2022 [Member] | |||||
Long-Term Debt [Abstract] | |||||
Face amount of debt issued | $ 2,100 | ||||
Maturity date | Oct. 31, 2022 | ||||
Term Loan due October 2022 [Member] | LIBOR [Member] | |||||
Long-Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.50% | ||||
Maturity date | Oct. 31, 2022 | ||||
Term Loan due January 2024 [Member] | |||||
Long-Term Debt [Abstract] | |||||
Face amount of debt issued | $ 500 | ||||
Maturity date | Jan. 31, 2024 | ||||
Term Loan due January 2024 [Member] | LIBOR [Member] | |||||
Long-Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.50% | ||||
Maturity date | Jan. 31, 2024 | ||||
Term Loan due January 2021 [Member] | |||||
Long-Term Debt [Abstract] | |||||
Maturity date | Jan. 31, 2021 | ||||
Term Loan due January 2021 [Member] | LIBOR [Member] | |||||
Long-Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.25% | ||||
Maturity date | Jan. 31, 2021 | ||||
Term Loan due February 2020 [Member] | |||||
Long-Term Debt [Abstract] | |||||
Maturity date | Feb. 29, 2020 | ||||
Additional debt discounts and deferred financing fees related to incremental assumption agreements and amendments | $ 9 | ||||
Term Loan due February 2020 [Member] | LIBOR [Member] | |||||
Long-Term Debt [Abstract] | |||||
Basis spread on variable rate | 2.25% | ||||
Maturity date | Feb. 29, 2020 |
Financial Instruments and Fai42
Financial Instruments and Fair Value Measurements, Active Interest Rate Swap Arrangements (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||||
Jun. 28, 2013 | Apr. 01, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Sep. 30, 2015 | Mar. 31, 2014 | Feb. 28, 2013 | |
Interest Rate Swap - February 2013 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Notional amount of swap | $ 1,000 | ||||||
Cash received for settlement of derivative contract | $ 16 | ||||||
Interest Rate Swap - March 2014 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Notional amount of swap | $ 1,000 | ||||||
Interest Rate Swap - September 2015 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Notional amount of swap | $ 1,000 | ||||||
Interest Rate Swap - Modified February 2017 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Fixed annual rate of swap | 1.519% | ||||||
Interest Rate Swap - Modified February 2017 [Member] | LIBOR [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Term of variable rate | 1 month | ||||||
Interest Rate Swap - January 2017 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Notional amount of swap | $ 450 | ||||||
Fixed annual rate of swap | 2.00% | ||||||
Interest Rate Swap - January 2017 [Member] | LIBOR [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Term of variable rate | 1 month | ||||||
Interest Rate Swap - February 2017 [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Notional amount of swap | $ 1,000 | ||||||
Fixed annual rate of swap | 2.3785% | ||||||
Interest Rate Swap - February 2017 [Member] | LIBOR [Member] | |||||||
Active Interest Rate Swap Arrangements [Abstract] | |||||||
Term of variable rate | 1 month |
Financial Instruments and Fai43
Financial Instruments and Fair Value Measurements, Fair Value of Derivatives and Location on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Oct. 01, 2016 |
Foreign Currency Forward Contracts [Member] | Not Designated | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 4 | $ 3 |
Interest Rate Swaps [Member] | Not Designated | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 18 | 0 |
Interest Rate Swaps [Member] | Not Designated | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 18 | 0 |
Interest Rate Swaps [Member] | Designated | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 17 | $ 48 |
Financial Instruments and Fai44
Financial Instruments and Fair Value Measurements, Effect of Derivatives on Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Derivative Instruments [Abstract] | ||||
Amortization related to unrealized losses in Accumulated other comprehensive loss for next 12 months | $ (7) | |||
Interest Rate Swaps [Member] | Interest Expense, Net [Member] | ||||
Derivative Instruments [Abstract] | ||||
Loss on derivative instruments | $ 3 | $ 4 | 8 | $ 4 |
Foreign Currency Forward Contracts [Member] | Other (Income) Expense, Net [Member] | ||||
Derivative Instruments [Abstract] | ||||
Loss on derivative instruments | $ 1 | $ 7 | $ 2 | $ 6 |
Financial Instruments and Fai45
Financial Instruments and Fair Value Measurements, Assets Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Apr. 01, 2017 | Oct. 01, 2016 |
Impairment [Abstract] | |||
Indefinite-lived trademarks | $ 0 | $ 0 | |
Goodwill | 0 | 0 | |
Definite-lived intangible assets | 0 | 0 | |
Property, plant, and equipment | 0 | 3 | |
Impairment charges | 0 | 3 | |
Fair Value Adjustment [Abstract] | |||
Fair value of marketable long-term indebtedness in excess of book value | $ 68 | ||
Fair Value on Nonrecurring Basis [Member] | |||
Fair Value of Assets [Abstract] | |||
Indefinite-lived trademarks | 248 | 248 | 248 |
Goodwill | 2,706 | 2,706 | 2,406 |
Definite lived intangible assets | 1,148 | 1,148 | 952 |
Property, plant, and equipment | 2,392 | 2,392 | 2,224 |
Total | 6,494 | 6,494 | 5,830 |
Fair Value on Nonrecurring Basis [Member] | Level 1 [Member] | |||
Fair Value of Assets [Abstract] | |||
Indefinite-lived trademarks | 0 | 0 | 0 |
Goodwill | 0 | 0 | 0 |
Definite lived intangible assets | 0 | 0 | 0 |
Property, plant, and equipment | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Fair Value on Nonrecurring Basis [Member] | Level 2 [Member] | |||
Fair Value of Assets [Abstract] | |||
Indefinite-lived trademarks | 0 | 0 | 0 |
Goodwill | 0 | 0 | 0 |
Definite lived intangible assets | 0 | 0 | 0 |
Property, plant, and equipment | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Fair Value on Nonrecurring Basis [Member] | Level 3 [Member] | |||
Fair Value of Assets [Abstract] | |||
Indefinite-lived trademarks | 248 | 248 | 248 |
Goodwill | 2,706 | 2,706 | 2,406 |
Definite lived intangible assets | 1,148 | 1,148 | 952 |
Property, plant, and equipment | 2,392 | 2,392 | 2,224 |
Total | $ 6,494 | $ 6,494 | $ 5,830 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | |
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | |
Income Taxes [Abstract] | |||
Effective tax rate | 18.00% | 40.00% | |
Share based compensation excess tax benefit | 12.00% | ||
Release of state valuation allowance | 10.00% |
Operating Segments, Selected In
Operating Segments, Selected Information by Reportable Segment (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Apr. 01, 2017USD ($) | Apr. 02, 2016USD ($) | Apr. 01, 2017USD ($)Segment | Apr. 02, 2016USD ($) | Oct. 01, 2016USD ($) | |
Selected Information by Reportable Segment [Abstract] | |||||
Number of reporting segments | Segment | 3 | ||||
Net sales | $ 1,806 | $ 1,614 | $ 3,308 | $ 3,226 | |
Operating income | 175 | 165 | 321 | 251 | |
Depreciation and amortization | 131 | 131 | 251 | 270 | |
Total assets | 8,541 | 8,541 | $ 7,653 | ||
Operating Segment [Member] | Consumer Packaging [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 589 | 610 | 1,138 | 1,214 | |
Operating income | 56 | 59 | 90 | 98 | |
Depreciation and amortization | 59 | 60 | 118 | 122 | |
Total assets | 3,259 | 3,259 | 3,315 | ||
Operating Segment [Member] | Health, Hygiene & Specialties [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 597 | 601 | 1,167 | 1,201 | |
Operating income | 52 | 58 | 111 | 71 | |
Depreciation and amortization | 46 | 50 | 90 | 105 | |
Total assets | 3,448 | 3,448 | 3,504 | ||
Operating Segment [Member] | Engineered Materials [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 620 | 403 | 1,003 | 811 | |
Operating income | 67 | 48 | 120 | 82 | |
Depreciation and amortization | 26 | 21 | 43 | 43 | |
Total assets | $ 1,834 | $ 1,834 | $ 834 | ||
Realignment Adjustment [Member] | Consumer Packaging [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | (78) | (156) | |||
Realignment Adjustment [Member] | Health, Hygiene & Specialties [Member] | Specialties [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 33 | 69 | |||
Realignment Adjustment [Member] | Engineered Materials [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 78 | 156 | |||
Realignment Adjustment [Member] | Engineered Materials [Member] | Retail & Industrial [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | $ (33) | $ (69) |
Operating Segments, Selected 48
Operating Segments, Selected Information by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Selected Information by Geography [Abstract] | ||||
Net sales | $ 1,806 | $ 1,614 | $ 3,308 | $ 3,226 |
Long-lived assets | 6,545 | 5,861 | 6,545 | 5,861 |
North America [Member] | ||||
Selected Information by Geography [Abstract] | ||||
Net sales | 1,500 | 1,303 | 2,704 | 2,610 |
Long-lived assets | 5,443 | 4,724 | 5,443 | 4,724 |
South America [Member] | ||||
Selected Information by Geography [Abstract] | ||||
Net sales | 81 | 80 | 161 | 159 |
Long-lived assets | 383 | 386 | 383 | 386 |
Europe [Member] | ||||
Selected Information by Geography [Abstract] | ||||
Net sales | 162 | 174 | 311 | 339 |
Long-lived assets | 434 | 462 | 434 | 462 |
Asia [Member] | ||||
Selected Information by Geography [Abstract] | ||||
Net sales | 63 | 57 | 132 | 118 |
Long-lived assets | $ 285 | $ 289 | $ 285 | $ 289 |
Operating Segments, Selected 49
Operating Segments, Selected Information by Product Line (Details) - Net Sales [Member] | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Consumer Packaging [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Consumer Packaging [Member] | Rigid Open Top [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 40.00% | 41.00% | 41.00% | 41.00% |
Consumer Packaging [Member] | Rigid Closed Top [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 60.00% | 59.00% | 59.00% | 59.00% |
Health, Hygiene & Specialties [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Health, Hygiene & Specialties [Member] | Health [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 22.00% | 19.00% | 21.00% | 19.00% |
Health, Hygiene & Specialties [Member] | Hygiene [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 43.00% | 45.00% | 44.00% | 45.00% |
Health, Hygiene & Specialties [Member] | Specialties [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 35.00% | 36.00% | 35.00% | 36.00% |
Engineered Materials [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Engineered Materials [Member] | Core Films [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 46.00% | 71.00% | 57.00% | 71.00% |
Engineered Materials [Member] | Retail & Industrial [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 54.00% | 29.00% | 43.00% | 29.00% |
Operating Segments, Goodwill (D
Operating Segments, Goodwill (Details) $ in Millions | 6 Months Ended |
Apr. 01, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,406 |
Segment reorganization | 0 |
Acquisition, net | 307 |
Foreign currency translation adjustment | (7) |
Goodwill, ending balance | 2,706 |
Operating Segment [Member] | Consumer Packaging [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,520 |
Segment reorganization | (110) |
Acquisition, net | 0 |
Foreign currency translation adjustment | (1) |
Goodwill, ending balance | 1,409 |
Operating Segment [Member] | Health, Hygiene & Specialties [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 801 |
Segment reorganization | 7 |
Acquisition, net | 0 |
Foreign currency translation adjustment | (6) |
Goodwill, ending balance | 802 |
Operating Segment [Member] | Engineered Materials [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 85 |
Segment reorganization | 103 |
Acquisition, net | 307 |
Foreign currency translation adjustment | 0 |
Goodwill, ending balance | $ 495 |
Basic and Diluted Net Income 51
Basic and Diluted Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Basic and Diluted Net Income per Share [Abstract] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 1.1 | |||
Numerator [Abstract] | ||||
Consolidated net income | $ 72 | $ 59 | $ 123 | $ 63 |
Denominator [Abstract] | ||||
Weighted average common shares outstanding - basic (in shares) | 127.7 | 120.5 | 124.9 | 120.3 |
Dilutive shares (in shares) | 5.5 | 3.9 | 5.8 | 3.7 |
Weighted average common and common equivalent shares outstanding - diluted (in shares) | 133.2 | 124.4 | 130.7 | 124 |
Per Common Share Income [Abstract] | ||||
Basic (in dollars per share) | $ 0.56 | $ 0.49 | $ 0.98 | $ 0.52 |
Diluted (in dollars per share) | $ 0.54 | $ 0.47 | $ 0.94 | $ 0.51 |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
De-designated hedges | $ 0 | |||
Other comprehensive income (loss) before reclassifications | 14 | $ 36 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 8 | 4 | ||
Provision for income taxes related to other comprehensive income items | $ (6) | $ 7 | (13) | 6 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (148) | (129) | ||
Ending balance | (139) | (83) | (139) | (83) |
Currency Translation [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (82) | (81) | ||
De-designated hedges | 0 | |||
Other comprehensive income (loss) before reclassifications | (24) | 55 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Provision for income taxes related to other comprehensive income items | 0 | 0 | ||
Ending balance | (106) | (26) | (106) | (26) |
Defined Benefit Pension and Retiree Health Benefit Plans [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (44) | (25) | ||
De-designated hedges | 0 | |||
Other comprehensive income (loss) before reclassifications | 13 | 0 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Provision for income taxes related to other comprehensive income items | 0 | 0 | ||
Ending balance | (31) | (25) | (31) | (25) |
Interest Rate Swaps Designated as Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (31) | (23) | ||
De-designated hedges | 20 | |||
Other comprehensive income (loss) before reclassifications | 25 | (19) | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 7 | 4 | ||
Provision for income taxes related to other comprehensive income items | (12) | 6 | ||
Ending balance | 9 | (32) | 9 | (32) |
Interest Rate Swaps Not Designated as Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 9 | 10 | ||
De-designated hedges | (20) | |||
Other comprehensive income (loss) before reclassifications | 0 | 0 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 1 | 0 | ||
Provision for income taxes related to other comprehensive income items | (1) | 0 | ||
Ending balance | $ (11) | $ 10 | $ (11) | $ 10 |
Guarantor and Non-Guarantor F53
Guarantor and Non-Guarantor Financial Information, Condensed Supplemental Consolidated Balance Sheet (Details) - USD ($) $ in Millions | 6 Months Ended | |
Apr. 01, 2017 | Oct. 01, 2016 | |
Guarantor and Non-Guarantor Financial Information [Abstract] | ||
Percentage ownership in guarantor subsidiaries | 100.00% | |
Assets [Abstract] | ||
Current assets | $ 1,996 | $ 1,792 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 2,392 | 2,224 |
Other assets | 4,153 | 3,637 |
Total assets | 8,541 | 7,653 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 1,108 | 1,031 |
Intercompany payable | 0 | 0 |
Other long-term liabilities | 6,731 | 6,401 |
Stockholders' equity (deficit) | 702 | 221 |
Total liabilities and stockholders' equity | 8,541 | 7,653 |
Eliminations [Member] | ||
Assets [Abstract] | ||
Current assets | 0 | 0 |
Intercompany receivable | (3,192) | (3,161) |
Property, plant, and equipment, net | 0 | 0 |
Other assets | (6,803) | (5,417) |
Total assets | (9,995) | (8,578) |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 0 | 0 |
Intercompany payable | (3,192) | (3,161) |
Other long-term liabilities | 0 | 0 |
Stockholders' equity (deficit) | (6,803) | (5,417) |
Total liabilities and stockholders' equity | (9,995) | (8,578) |
Parent [Member] | ||
Assets [Abstract] | ||
Current assets | 0 | 0 |
Intercompany receivable | 462 | 364 |
Property, plant, and equipment, net | 0 | 0 |
Other assets | 770 | 302 |
Total assets | 1,232 | 666 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 106 | 60 |
Intercompany payable | 0 | 0 |
Other long-term liabilities | 424 | 385 |
Stockholders' equity (deficit) | 702 | 221 |
Total liabilities and stockholders' equity | 1,232 | 666 |
Issuer [Member] | ||
Assets [Abstract] | ||
Current assets | 77 | 161 |
Intercompany receivable | 2,730 | 2,797 |
Property, plant, and equipment, net | 75 | 76 |
Other assets | 5,037 | 4,101 |
Total assets | 7,919 | 7,135 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 143 | 207 |
Intercompany payable | 67 | 0 |
Other long-term liabilities | 6,133 | 5,822 |
Stockholders' equity (deficit) | 1,576 | 1,106 |
Total liabilities and stockholders' equity | 7,919 | 7,135 |
Guarantor Subsidiaries [Member] | ||
Assets [Abstract] | ||
Current assets | 1,191 | 945 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 1,611 | 1,434 |
Other assets | 4,629 | 4,094 |
Total assets | 7,431 | 6,473 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 581 | 480 |
Intercompany payable | 2,973 | 2,992 |
Other long-term liabilities | 107 | 126 |
Stockholders' equity (deficit) | 3,770 | 2,875 |
Total liabilities and stockholders' equity | 7,431 | 6,473 |
Non-Guarantor Subsidiaries [Member] | ||
Assets [Abstract] | ||
Current assets | 728 | 686 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 706 | 714 |
Other assets | 520 | 557 |
Total assets | 1,954 | 1,957 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 278 | 284 |
Intercompany payable | 152 | 169 |
Other long-term liabilities | 67 | 68 |
Stockholders' equity (deficit) | 1,457 | 1,436 |
Total liabilities and stockholders' equity | $ 1,954 | $ 1,957 |
Guarantor and Non-Guarantor F54
Guarantor and Non-Guarantor Financial Information, Condensed Supplemental Consolidated Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2017 | Apr. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | $ 1,806 | $ 1,614 | $ 3,308 | $ 3,226 |
Cost of goods sold | 1,453 | 1,269 | 2,659 | 2,589 |
Selling, general and administrative | 132 | 138 | 245 | 292 |
Amortization of intangibles | 40 | 35 | 73 | 71 |
Restructuring and impairment charges | 6 | 7 | 10 | 23 |
Operating income | 175 | 165 | 321 | 251 |
Other expense (income), net | 20 | (7) | 19 | (3) |
Interest expense, net | 67 | 74 | 135 | 149 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | 88 | 98 | 167 | 105 |
Income tax expense (benefit) | 16 | 39 | 44 | 42 |
Consolidated net income | 72 | 59 | 123 | 63 |
Comprehensive net income (loss) | 115 | 131 | 132 | 109 |
Eliminations [Member] | ||||
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Restructuring and impairment charges | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Other expense (income), net | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | 139 | 202 | 310 | 244 |
Income before income taxes | (139) | (202) | (310) | (244) |
Income tax expense (benefit) | (16) | (39) | (44) | (42) |
Consolidated net income | (123) | (163) | (266) | (202) |
Comprehensive net income (loss) | (123) | (163) | (266) | (202) |
Parent [Member] | ||||
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Restructuring and impairment charges | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Other expense (income), net | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | (88) | (98) | (167) | (105) |
Income before income taxes | 88 | 98 | 167 | 105 |
Income tax expense (benefit) | 16 | 39 | 44 | 42 |
Consolidated net income | 72 | 59 | 123 | 63 |
Comprehensive net income (loss) | 72 | 59 | 123 | 63 |
Issuer [Member] | ||||
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | 146 | 142 | 289 | 292 |
Cost of goods sold | 117 | 110 | 233 | 233 |
Selling, general and administrative | (11) | 27 | 31 | 83 |
Amortization of intangibles | 1 | 2 | 3 | 4 |
Restructuring and impairment charges | 0 | 0 | 0 | 0 |
Operating income | 39 | 3 | 22 | (28) |
Other expense (income), net | 10 | 12 | 14 | 11 |
Interest expense, net | 6 | 9 | 12 | 18 |
Equity in net income of subsidiaries | (51) | (104) | (143) | (139) |
Income before income taxes | 74 | 86 | 139 | 82 |
Income tax expense (benefit) | 2 | 27 | 16 | 19 |
Consolidated net income | 72 | 59 | 123 | 63 |
Comprehensive net income (loss) | 81 | 47 | 143 | 54 |
Guarantor Subsidiaries [Member] | ||||
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | 1,252 | 1,070 | 2,231 | 2,062 |
Cost of goods sold | 1,012 | 841 | 1,801 | 1,656 |
Selling, general and administrative | 87 | 83 | 162 | 158 |
Amortization of intangibles | 31 | 24 | 56 | 50 |
Restructuring and impairment charges | 6 | 6 | 10 | 22 |
Operating income | 116 | 116 | 202 | 176 |
Other expense (income), net | 2 | (3) | 2 | (7) |
Interest expense, net | 46 | 49 | 91 | 95 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | 68 | 70 | 109 | 88 |
Income tax expense (benefit) | 0 | 1 | 0 | 1 |
Consolidated net income | 68 | 69 | 109 | 87 |
Comprehensive net income (loss) | 68 | 69 | 109 | 87 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Consolidated Statements of Operations [Abstract] | ||||
Net sales | 408 | 402 | 788 | 872 |
Cost of goods sold | 324 | 318 | 625 | 700 |
Selling, general and administrative | 56 | 28 | 52 | 51 |
Amortization of intangibles | 8 | 9 | 14 | 17 |
Restructuring and impairment charges | 0 | 1 | 0 | 1 |
Operating income | 20 | 46 | 97 | 103 |
Other expense (income), net | 8 | (16) | 3 | (7) |
Interest expense, net | 15 | 16 | 32 | 36 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | (3) | 46 | 62 | 74 |
Income tax expense (benefit) | 14 | 11 | 28 | 22 |
Consolidated net income | (17) | 35 | 34 | 52 |
Comprehensive net income (loss) | $ 17 | $ 119 | $ 23 | $ 107 |
Guarantor and Non-Guarantor F55
Guarantor and Non-Guarantor Financial Information, Condensed Supplemental Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jan. 02, 2016 | Apr. 01, 2017 | Apr. 02, 2016 | |
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | $ 333 | $ 361 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | (135) | (173) | |
Proceeds from sale of assets | 4 | 4 | |
(Contributions) distributions to/from subsidiaries | 0 | 0 | |
Intercompany advances (repayments) | 0 | 0 | |
Acquisition of business net of cash acquired | (458) | (2,283) | |
Other investing activities, net | (1) | 0 | |
Net cash from investing activities | (590) | (2,452) | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 595 | 2,490 | |
Proceeds from issuance of common stock | 15 | 11 | |
Payment of tax receivable agreement | $ (60) | (60) | (57) |
Repayments on long-term borrowings | (317) | (267) | |
Contribution from Parent | 0 | 0 | |
Debt financing costs | (4) | (37) | |
Purchase of non-controlling interest | 0 | (66) | |
Changes in intercompany balances | 0 | 0 | |
Net cash from financing activities | 229 | 2,074 | |
Effect of exchange rate changes on cash | (2) | 1 | |
Net change in cash | (30) | (16) | |
Cash and cash equivalents at beginning of period | 228 | 323 | 228 |
Cash and cash equivalents at end of period | 293 | 212 | |
Eliminations [Member] | |||
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | 0 | 0 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | 0 | 0 | |
Proceeds from sale of assets | 0 | 0 | |
(Contributions) distributions to/from subsidiaries | 458 | 2,260 | |
Intercompany advances (repayments) | (94) | 110 | |
Acquisition of business net of cash acquired | 0 | 0 | |
Other investing activities, net | 0 | ||
Net cash from investing activities | 364 | 2,370 | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 0 | 0 | |
Proceeds from issuance of common stock | 0 | 0 | |
Payment of tax receivable agreement | 0 | 0 | |
Repayments on long-term borrowings | 0 | 0 | |
Contribution from Parent | (458) | (2,260) | |
Debt financing costs | 0 | 0 | |
Purchase of non-controlling interest | 0 | ||
Changes in intercompany balances | 94 | (110) | |
Net cash from financing activities | (364) | (2,370) | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net change in cash | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | |
Parent [Member] | |||
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | 0 | 0 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | 0 | 0 | |
Proceeds from sale of assets | 0 | 0 | |
(Contributions) distributions to/from subsidiaries | (15) | (11) | |
Intercompany advances (repayments) | 0 | 0 | |
Acquisition of business net of cash acquired | 0 | 0 | |
Other investing activities, net | 0 | ||
Net cash from investing activities | (15) | (11) | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 0 | 0 | |
Proceeds from issuance of common stock | 15 | 11 | |
Payment of tax receivable agreement | (60) | (57) | |
Repayments on long-term borrowings | 0 | 0 | |
Contribution from Parent | 0 | 0 | |
Debt financing costs | 0 | 0 | |
Purchase of non-controlling interest | 0 | ||
Changes in intercompany balances | 60 | 57 | |
Net cash from financing activities | 15 | 11 | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net change in cash | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | |
Issuer [Member] | |||
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | 24 | 15 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | (8) | (5) | |
Proceeds from sale of assets | 1 | 0 | |
(Contributions) distributions to/from subsidiaries | (443) | (2,249) | |
Intercompany advances (repayments) | 94 | (110) | |
Acquisition of business net of cash acquired | 0 | 0 | |
Other investing activities, net | (1) | ||
Net cash from investing activities | (357) | (2,364) | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 595 | 2,490 | |
Proceeds from issuance of common stock | 0 | 0 | |
Payment of tax receivable agreement | 0 | 0 | |
Repayments on long-term borrowings | (314) | (243) | |
Contribution from Parent | 0 | 0 | |
Debt financing costs | (4) | (37) | |
Purchase of non-controlling interest | 0 | ||
Changes in intercompany balances | 0 | 0 | |
Net cash from financing activities | 277 | 2,210 | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net change in cash | (56) | (139) | |
Cash and cash equivalents at beginning of period | 163 | 102 | 163 |
Cash and cash equivalents at end of period | 46 | 24 | |
Guarantor Subsidiaries [Member] | |||
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | 212 | 249 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | (97) | (143) | |
Proceeds from sale of assets | 3 | 4 | |
(Contributions) distributions to/from subsidiaries | 0 | 0 | |
Intercompany advances (repayments) | 0 | 0 | |
Acquisition of business net of cash acquired | (458) | (291) | |
Other investing activities, net | 0 | ||
Net cash from investing activities | (552) | (430) | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 0 | 0 | |
Proceeds from issuance of common stock | 0 | 0 | |
Payment of tax receivable agreement | 0 | 0 | |
Repayments on long-term borrowings | (2) | 0 | |
Contribution from Parent | 458 | 291 | |
Debt financing costs | 0 | 0 | |
Purchase of non-controlling interest | (66) | ||
Changes in intercompany balances | (114) | (34) | |
Net cash from financing activities | 342 | 191 | |
Effect of exchange rate changes on cash | 0 | 0 | |
Net change in cash | 2 | 10 | |
Cash and cash equivalents at beginning of period | 0 | 5 | 0 |
Cash and cash equivalents at end of period | 7 | 10 | |
Non-Guarantor Subsidiaries [Member] | |||
Consolidating Statement of Cash Flows [Abstract] | |||
Cash flow from operating activities | 97 | 97 | |
Cash Flows from Investing Activities [Abstract] | |||
Additions to property, plant and equipment | (30) | (25) | |
Proceeds from sale of assets | 0 | 0 | |
(Contributions) distributions to/from subsidiaries | 0 | 0 | |
Intercompany advances (repayments) | 0 | 0 | |
Acquisition of business net of cash acquired | 0 | (1,992) | |
Other investing activities, net | 0 | ||
Net cash from investing activities | (30) | (2,017) | |
Cash Flows from Financing Activities [Abstract] | |||
Proceeds from long-term debt | 0 | 0 | |
Proceeds from issuance of common stock | 0 | 0 | |
Payment of tax receivable agreement | 0 | 0 | |
Repayments on long-term borrowings | (1) | (24) | |
Contribution from Parent | 0 | 1,969 | |
Debt financing costs | 0 | 0 | |
Purchase of non-controlling interest | 0 | ||
Changes in intercompany balances | (40) | 87 | |
Net cash from financing activities | (41) | 2,032 | |
Effect of exchange rate changes on cash | (2) | 1 | |
Net change in cash | 24 | 113 | |
Cash and cash equivalents at beginning of period | $ 65 | 216 | 65 |
Cash and cash equivalents at end of period | $ 240 | $ 178 |