Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BERRY GLOBAL GROUP INC | |
Entity Central Index Key | 1,378,992 | |
Current Fiscal Year End Date | --09-30 | |
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 | 131.7 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Consolidated Statements of Income (Unaudited) [Abstract] | ||||
Net sales | $ 1,967 | $ 1,806 | $ 3,743 | $ 3,308 |
Costs and expenses: | ||||
Cost of goods sold | 1,596 | 1,453 | 3,043 | 2,659 |
Selling, general and administrative | 130 | 132 | 247 | 245 |
Amortization of intangibles | 38 | 40 | 76 | 73 |
Restructuring and impairment charges | 15 | 6 | 26 | 10 |
Operating income | 188 | 175 | 351 | 321 |
Other expense, net | 5 | 20 | 14 | 19 |
Interest expense, net | 66 | 67 | 128 | 135 |
Income before income taxes | 117 | 88 | 209 | 167 |
Income tax expense (benefit) | 27 | 16 | (44) | 44 |
Net income | $ 90 | $ 72 | $ 253 | $ 123 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.69 | $ 0.56 | $ 1.93 | $ 0.98 |
Diluted (in dollars per share) | $ 0.66 | $ 0.54 | $ 1.86 | $ 0.94 |
Outstanding weighted-average shares: | ||||
Basic (in shares) | 131.3 | 127.7 | 131 | 124.9 |
Diluted (in shares) | 135.8 | 133.2 | 135.9 | 130.7 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Consolidated Statements of Comprehensive Income (Unaudited) [Abstract] | ||||
Net income | $ 90 | $ 72 | $ 253 | $ 123 |
Currency translation | 7 | 21 | (17) | (24) |
Pension and other postretirement benefits | 0 | 13 | (1) | 13 |
Interest rate hedges | 23 | 15 | 41 | 33 |
Provision for income taxes | (6) | (6) | (11) | (13) |
Other comprehensive income, net of tax | 24 | 43 | 12 | 9 |
Comprehensive income | $ 114 | $ 115 | $ 265 | $ 132 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 291 | $ 306 |
Accounts receivable (less allowance of $13) | 918 | 847 |
Inventories: | ||
Finished goods | 562 | 428 |
Raw materials and supplies | 389 | 334 |
Inventories | 951 | 762 |
Prepaid expenses and other current assets | 101 | 89 |
Total current assets | 2,261 | 2,004 |
Property, plant, and equipment, net | 2,618 | 2,366 |
Goodwill and intangible assets, net | 4,160 | 4,061 |
Other assets | 68 | 45 |
Total assets | 9,107 | 8,476 |
Current liabilities: | ||
Accounts payable | 718 | 638 |
Accrued expenses and other current liabilities | 410 | 463 |
Current portion of long-term debt | 34 | 33 |
Total current liabilities | 1,162 | 1,134 |
Long-term debt, less current portion | 5,992 | 5,608 |
Deferred income taxes | 325 | 419 |
Other long-term liabilities | 322 | 300 |
Total liabilities | 7,801 | 7,461 |
Stockholders' equity | ||
Common stock (131.5 and 130.9 million shares issued, respectively) | 1 | 1 |
Additional paid-in capital | 849 | 823 |
Non-controlling interest | 3 | 3 |
Retained earnings | 509 | 256 |
Accumulated other comprehensive loss | (56) | (68) |
Total stockholders' equity | 1,306 | 1,015 |
Total liabilities and stockholders' equity | $ 9,107 | $ 8,476 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets: | ||
Accounts receivable, allowance | $ 13 | $ 13 |
Stockholders' equity | ||
Common stock, shares issued (in shares) | 131.6 | 130.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 253 | $ 123 |
Adjustments to reconcile net cash provided by operating activities: | ||
Depreciation | 185 | 178 |
Amortization of intangibles | 76 | 73 |
Non-cash interest expense | 4 | 4 |
Deferred income tax | (102) | 12 |
Stock compensation expense | 14 | 11 |
Other non-cash operating activities, net | 12 | 24 |
Changes in working capital | (191) | (90) |
Changes in other assets and liabilities | 34 | (2) |
Net cash from operating activities | 285 | 333 |
Cash Flows from Investing Activities: | ||
Additions to property, plant and equipment | (184) | (135) |
Proceeds from sale of assets | 3 | 4 |
Acquisition of business, net of cash acquired | (474) | (458) |
Other investing activities, net | 0 | (1) |
Net cash from investing activities | (655) | (590) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term borrowings | 497 | 595 |
Repayments on long-term borrowings | (117) | (317) |
Proceeds from issuance of common stock | 12 | 15 |
Payment of tax receivable agreement | (37) | (60) |
Debt financing costs | (1) | (4) |
Net cash from financing activities | 354 | 229 |
Effect of exchange rate changes on cash | 1 | (2) |
Net change in cash | (15) | (30) |
Cash and cash equivalents at beginning of period | 306 | 323 |
Cash and cash equivalents at end of period | $ 291 | $ 293 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2018 | |
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 and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior periods to conform with current reporting. 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 Company’s most recent Form 10-K filed with the Securities and Exchange Commission. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2018 | |
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 2018, with the exception of the below, there have been no developments to the recently adopted accounting pronouncements from those disclosed in the Company’s 2017 Annual Report on Form 10-K that are considered to have a material impact on our unaudited consolidated financial statements. Revenue Recognition In May 2014, the FASB issued a final standard on revenue recognition. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, the provisions of the new standard are effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. An entity can apply the new revenue standard on a full retrospective approach to each prior reporting period presented or on a modified retrospective approach with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The Company has evaluated a substantial portion of its contracts with key customers and is evaluating the provisions under the five-step model specified by the new standard. While the Company continues to evaluate the potential impacts of the new standard, based on procedures to date we do not expect a material impact to the consolidated financial statements. Adoption of the new standard will result in expanded revenue disclosures. The Company plans to adopt the new standard which will be effective for the Company beginning in fiscal 2019 using the modified retrospective approach. Hedges In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities in order to more closely align the results of hedge accounting with risk management activities through changes to the designation and measurement guidance. The new standard is effective for interim and annual periods beginning after December 15, 2018. The effect of adoption should be reflected on all active hedges as of the beginning of the fiscal year of adoption. The Company has chosen to early adopt this standard for fiscal 2018, and the adoption of this standard did not have a material impact on any of its active hedges. Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income. The new standard allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The new standard is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this standard. |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisitions AEP Industries Inc. In January 2017, the Company acquired AEP Industries Inc. (“AEP”) for a purchase price of $791 million, net of cash acquired. A portion of the purchase price consisted of issuing 6.4 million of Berry common shares which were valued at $324 million at the time of closing. AEP manufactures and markets an extensive and diverse line of polyethylene and polyvinyl chloride flexible plastic packaging products for 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. Unaudited pro forma net sales were $1.9 billion and $3.6 billion for the quarterly and two quarterly periods ended April 1, 2017, respectively. The unaudited pro forma net income was $74 million and $125 million for the quarterly and two quarterly periods ended April 1, 2017, respectively. The unaudited pro forma net sales and net income assume that the AEP acquisition had occurred at the beginning of the period. Adchem Corp. In June 2017, the Company acquired Adchem Corp.’s (“Adchem”) tapes business for a purchase price of $49 million, which the Company financed using existing liquidity. Adchem is a leader in the development of high performance adhesive tape systems for the automotive, construction, electronics, graphic arts, medical and general tape markets. The acquired business is operated in our Engineered Materials segment. 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 estimates of fair value at the acquisition date. The results of Adchem have been included in the consolidated results of the Company since the date of the acquisition. The Company has not finalized the allocations of the purchase price to the fair value of deferred taxes (including assessment of uncertain tax positions). The assets acquired and liabilities assumed consisted of working capital of $10 million, property and equipment of $2 million, intangible assets of $22 million, and goodwill of $15 million. The Company has recognized Goodwill on this transaction primarily as a result of expected cost synergies, and expects Goodwill to be deductible for tax purposes. Clopay Plastic Products Company, Inc. In February 2018, the Company acquired Clopay Plastic Products Company, Inc. (“Clopay”) for a purchase price of $474 million, which is preliminary and subject to adjustment. Clopay is an innovator in the development of printed breathable films, elastic films, and laminates with product offerings uniquely designed for applications used in a number of markets including: hygiene, healthcare, construction and industrial protective apparel. The acquired business is operated within our Health, Hygiene & Specialties segment. To finance the purchase, the Company issued $500 million aggregate principal amount of 4.5% second priority notes through a private placement offering. 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 Clopay 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 expects Goodwill to be deductible for tax purposes. The following table summarizes the preliminary purchase price allocation and estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition: Working capital (a) $ 70 Property and equipment 239 Intangible assets 91 Goodwill 76 Other assets and long-term liabilities (2 ) (a) Includes a $3 million step up of inventory to fair value |
Accounts Receivable Factoring A
Accounts Receivable Factoring Agreements | 6 Months Ended |
Mar. 31, 2018 | |
Accounts Receivable Factoring Agreements [Abstract] | |
Accounts Receivable Factoring Agreements | 4. Accounts Receivable Factoring Agreements The Company has entered into various factoring agreements, both in the U.S. and at a number of foreign subsidiaries, 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. There were no amounts outstanding from financial institutions related to U.S. based programs at March 31, 2018 or September 30, 2017. Gross amounts factored under these U.S. based programs at March 31, 2018 and September 30, 2017 were $116 million and $129 million, respectively. 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 |
Mar. 31, 2018 | |
Restructuring and Impairment Charges [Abstract] | |
Restructuring and Impairment Charges | 5. Restructuring and Impairment Charges The Company incurred restructuring costs related to severance charges associated with acquisition integrations 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 March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Engineered Materials $ 2 $ 2 $ 2 $ 2 Health, Hygiene & Specialties 12 2 22 4 Consumer Packaging 1 2 2 4 Consolidated $ 15 $ 6 $ 26 $ 10 The table below sets forth the activity with respect to the restructuring accrual at March 31, 2018: Employee Severance and Benefits Facility Exit Costs Total Balance at September 30, 2017 $ 14 $ 5 $ 19 Charges 25 1 26 Cash payments (17 ) (2 ) (19 ) Balance at March 31, 2018 $ 22 $ 4 $ 26 |
Accrued Expenses, Other Current
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities | 6 Months Ended |
Mar. 31, 2018 | |
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: March 31, 2018 September 30, 2017 Employee compensation $ 121 $ 147 Accrued taxes 72 90 Rebates 43 58 Interest 39 36 Restructuring 26 19 Tax receivable agreement obligation 24 35 Accrued operating expenses 85 78 $ 410 $ 463 The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets: March 31, 2018 September 30, 2017 Pension liability $ 53 $ 56 Deferred purchase price 46 46 Lease retirement obligation 42 37 Transition tax 36 — Derivative instruments 33 27 Sale-lease back deferred gain 23 24 Tax receivable agreement obligation 13 34 Other 76 76 $ 322 $ 300 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of the following: Maturity Date March 31, 2018 September 30, 2017 Term loan February 2020 $ 900 $ 1,000 Term loan January 2021 814 814 Term loan October 2022 1,645 1,645 Term loan January 2024 495 498 Revolving line of credit May 2020 — — 5 1 / 2 May 2022 500 500 6% Second Priority Senior Secured Notes October 2022 400 400 5 1 / 8 July 2023 700 700 4 1 / 2 February 2026 500 — Debt discounts and deferred fees (48 ) (48 ) Capital leases and other Various 120 132 Total long-term debt 6,026 5,641 Current portion of long-term debt (34 ) (33 ) Long-term debt, less current portion $ 5,992 $ 5,608 The Company was in compliance with all covenants for all periods presented. 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. 4 1 / 2 In January 2018, the Company issued $500 million aggregate principal amount of 4.50% second priority senior secured notes due 2026. Interest on these notes is due semiannually in February and August. The Company recognized $4 million of debt discount related to this offering. The net proceeds were used to fund the Clopay acquisition. Term Loans In November 2017 and February 2018, the Company executed amendments to lower interest rates under certain term loans. Each of the term loans now bear interest at LIBOR plus 2.00% with no LIBOR floor. During fiscal 2018, the Company has made $117 million of repayments on long-term borrowings using existing liquidity. As a result of the current year prepayments and modifications, the Company recorded a $1 million loss on debt extinguishment in Other expense, reflecting the write-off of deferred financing fees and debt discounts, net of amortization associated with the portion of debt that was considered extinguished. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Mar. 31, 2018 | |
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. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, 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, as determined by FASB guidance, 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. Any identified ineffectiveness, or changes in the fair value of a derivative not designated as a hedge, is recorded to the Consolidated Statements of Income. Cross-Currency Swaps In November 2017, the Company entered into certain cross-currency swap agreements with a notional amount of 250 million euro to effectively convert a portion of our fixed-rate U.S. dollar denominated term loans, including the monthly interest payments, to fixed-rate euro-denominated debt. The swap agreements mature in May 2022. The risk management objective is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in foreign currencies and reduce the variability in the functional currency cash flows of a portion of the Company’s term loans. Changes in fair value of the derivative instruments are recognized in a component of Accumulated other comprehensive loss, to offset the changes in the values of the net investments being hedged. Interest Rate Swaps The primary purpose of the Company’s interest rate swap activities is to manage cash flow variability associated with our outstanding variable rate term loan debt. 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. During fiscal 2017 the Company modified various term loan rates and maturities. In conjunction with these modifications the Company realigned existing swap agreements which resulted in the de-designation of the original hedge and re-designation of the modified swaps as effective cash flow hedges. The amounts included in Accumulated other comprehensive loss at the date of de-designation are being amortized to Interest expense through the terms of the original swaps. At March 31, 2018, the Company effectively had (i) 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, (ii) a $1 billion interest rate swap transaction that 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, (iii) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.0987% with an effective date in February 2017 and expiration in September 2021. 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. When valuing swaps the Company utilizes Level 2 inputs (substantially observable). Balances on a gross basis as of the current period are as follows: Derivative Instruments Hedge Designation Balance Sheet Location March 31, 2018 September 30, 2017 Cross-currency swaps Designated Other long-term liabilities $ 28 $ — Interest rate swaps Designated Other assets 30 1 Interest rate swaps Not designated Other assets 3 13 Interest rate swaps Designated Other long-term liabilities — 15 Interest rate swaps Not designated Other long-term liabilities 5 13 The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows: Quarterly Period Ended Two Quarterly Periods Ended Derivative Instruments Statements of Income Location March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Cross-currency swaps Interest expense, net $ (1 ) $ — $ (2 ) $ — Foreign currency swaps Other expense, net — 1 — 2 Interest rate swaps Interest expense, net 1 3 3 8 The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be $2 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 2017 assessment. An incremental sustained earnings decline of 10-15% in the Health, Hygiene & Specialties - South America reporting unit or future declines in our peer companies, market capitalizations, or total enterprise value, as well as lower valuation market multiples could impact future impairment tests. Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 31, 2018 and September 30, 2017, along with the impairment loss recognized on the fair value measurement during the period: As of March 31, 2018 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,857 2,857 — Definite lived intangible assets — — 1,055 1,055 — Property, plant, and equipment — — 2,618 2,618 — Total $ — $ — $ 6,778 $ 6,778 $ — As of September 30, 2017 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,775 2,775 — Definite lived intangible assets — — 1,038 1,038 — Property, plant, and equipment — — 2,366 2,366 2 Total $ — $ — $ 6,427 $ 6,427 $ 2 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 $14 million as of March 31, 2018. 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 |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. As the Company has a September fiscal year-end, the lower corporate income tax rate will be phased in during fiscal 2018 and will be 21% in subsequent years. Partially offsetting the lower corporate income tax, the Tax Act also eliminates certain domestic deductions that were previously included in our estimated annual tax rate. As part of the transition to the new tax system, the Tax Act (i) imposes a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries and (ii) requires the Company revalue our U.S. net deferred tax liability position to the lower federal base rate of 21%. These transitional impacts resulted in a provisional transition benefit of $95 million for the first fiscal quarter, comprised of an estimated repatriation tax charge of $44 million (comprised of the U.S. repatriation taxes and foreign withholding taxes) and an estimated net deferred tax revaluation benefit of $139 million. The estimated impact of the corporate income tax net reduction along with the transitional taxes were recorded to the Consolidated Statements of Income in the Company’s first fiscal quarter. The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts. The Securities and Exchange Commission has issued guidance that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of fiscal 2018. The effective tax rate was 23% for the Quarter and was positively impacted by 3% from the share-based compensation excess tax benefit deduction, 1% from research and development credits, and a 2% benefit from the domestic manufacturing deduction. These favorable items were partially offset by increases of 3% from U.S. state income taxes, 2% from foreign valuation allowance, and other discrete items. |
Operating Segments
Operating Segments | 6 Months Ended |
Mar. 31, 2018 | |
Operating Segments [Abstract] | |
Operating Segments | 10. Operating Segments The Company’s operations are organized into three operating segments: Engineered Materials, Health, Hygiene & Specialties, and Consumer Packaging. The structure is designed to align us with our customers, provide optimal service, and drive future growth in a cost efficient manner. Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: Engineered Materials $ 655 $ 620 $ 1,303 $ 1,003 Health, Hygiene & Specialties 706 597 1,283 1,167 Consumer Packaging 606 589 1,157 1,138 Total net sales $ 1,967 $ 1,806 $ 3,743 $ 3,308 Operating income: Engineered Materials $ 94 $ 67 $ 182 $ 120 Health, Hygiene & Specialties 41 52 78 111 Consumer Packaging 53 56 91 90 Total operating income $ 188 $ 175 $ 351 $ 321 Depreciation and amortization: Engineered Materials $ 27 $ 26 $ 56 $ 43 Health, Hygiene & Specialties 49 46 95 90 Consumer Packaging 56 59 110 118 Total depreciation and amortization $ 132 $ 131 $ 261 $ 251 March 31, 2018 September 30, 2017 Total assets: Engineered Materials $ 1,773 $ 1,803 Health, Hygiene & Specialties 4,068 3,496 Consumer Packaging 3,266 3,177 Total assets $ 9,107 $ 8,476 Total goodwill: Engineered Materials $ 550 $ 545 Health, Hygiene & Specialties 897 819 Consumer Packaging 1,410 1,411 Total goodwill $ 2,857 $ 2,775 Selected information by geography is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: North America $ 1,601 $ 1,500 $ 3,067 $ 2,704 South America 80 81 154 161 Europe 226 162 396 311 Asia 60 63 126 132 Total net sales $ 1,967 $ 1,806 $ 3,743 $ 3,308 March 31, 2018 September 30, 2017 Long-lived assets: North America $ 5,647 $ 5,350 South America 389 371 Europe 516 467 Asia 294 284 Total Long-lived assets $ 6,846 $ 6,472 Selected information by product line is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended (in percentages) March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: Performance Materials 45 % 47 % 46 % 46 % Engineered Products 55 53 54 54 Engineered Materials 100 % 100 % 100 % 100 % Health 18 % 22 % 19 % 21 % Hygiene 43 43 43 44 Specialties 39 35 38 35 Health, Hygiene & Specialties 100 % 100 % 100 % 100 % Rigid Open Top 41 % 40 % 42 % 41 % Rigid Closed Top 59 60 58 59 Consumer Packaging 100 % 100 % 100 % 100 % |
Contingencies and Commitments
Contingencies and Commitments | 6 Months Ended |
Mar. 31, 2018 | |
Contingencies and Commitments [Abstract] | |
Contingencies and Commitments | 11. Contingencies and Commitments The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, 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 |
Mar. 31, 2018 | |
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 calculated 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. There were no shares excluded from the calculations as the effect of their conversion into shares of our common stock would be antidilutive. The following tables provide a reconciliation of the numerator and denominator of the basic and diluted net income per share calculations. Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Numerator Net income $ 90 $ 72 $ 253 $ 123 Denominator Weighted average common shares outstanding - basic 131.3 127.7 131.0 124.9 Dilutive shares 4.5 5.5 4.9 5.8 Weighted average common and common equivalent shares outstanding - diluted 135.8 133.2 135.9 130.7 Per common share income Basic $ 0.69 $ 0.56 $ 1.93 $ 0.98 Diluted $ 0.66 $ 0.54 $ 1.86 $ 0.94 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | 13. Accumulated Other Comprehensive Loss The components and activity of Accumulated other comprehensive loss are as follows: Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at September 30, 2017 $ (48 ) $ (16 ) $ (4 ) $ (68 ) Other comprehensive income (loss) before reclassifications (17 ) (1 ) 35 17 Net amount reclassified from accumulated other comprehensive income (loss) — — 6 6 Provision for income taxes — — (11 ) (11 ) Balance at March 31, 2018 $ (65 ) $ (17 ) $ 26 $ (56 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at October 1, 2016 $ (82 ) $ (44 ) $ (22 ) $ (148 ) Other comprehensive income (loss) before reclassifications (24 ) 13 25 14 Net amount reclassified from accumulated other comprehensive income (loss) — — 8 8 Provision for income taxes — — (13 ) (13 ) Balance at April 1, 2017 $ (106 ) $ (31 ) $ (2 ) $ (139 ) |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Mar. 31, 2018 | |
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 or in the case of a restricted subsidiary that is required to guarantee after the relevant issuance date, if such guarantor no longer guarantees certain other indebtedness of 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 March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 198 $ 1,260 $ 803 $ — $ 2,261 Intercompany receivable 422 2,177 — — (2,599 ) — Property, plant, and equipment, net — 74 1,733 811 — 2,618 Other assets 1,246 5,997 4,699 521 (8,235 ) 4,228 Total assets $ 1,668 $ 8,446 $ 7,692 $ 2,135 $ (10,834 ) $ 9,107 Current liabilities $ 24 $ 252 $ 544 $ 342 $ — $ 1,162 Intercompany payable — — 2,549 50 (2,599 ) — Other long-term liabilities 338 6,142 93 66 — 6,639 Stockholders’ equity 1,306 2,052 4,506 1,677 (8,235 ) 1,306 Total liabilities and stockholders’ equity $ 1,668 $ 8,446 $ 7,692 $ 2,135 $ (10,834 ) $ 9,107 September 30, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 116 $ 1,113 $ 775 $ — $ 2,004 Intercompany receivable 512 2,217 — — (2,729 ) — Property, plant and equipment, net — 80 1,564 722 — 2,366 Other assets 992 5,335 4,583 533 (7,337 ) 4,106 Total assets $ 1,504 $ 7,748 $ 7,260 $ 2,030 $ (10,066 ) $ 8,476 Current liabilities $ 36 $ 243 $ 537 $ 318 $ — $ 1,134 Intercompany payable — — 2,667 62 (2,729 ) — Other long-term liabilities 453 5,707 99 68 — 6,327 Stockholders’ equity 1,015 1,798 3,957 1,582 (7,337 ) 1,015 Total liabilities and stockholders’ equity $ 1,504 $ 7,748 $ 7,260 $ 2,030 $ (10,066 ) $ 8,476 Condensed Supplemental Consolidated Statements of Income Quarterly Period Ended March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 139 $ 1,349 $ 479 $ — $ 1,967 Cost of goods sold — 95 1,103 398 — 1,596 Selling, general and administrative — 18 83 29 — 130 Amortization of intangibles — — 31 7 — 38 Restructuring and impairment charges — — 9 6 — 15 Operating income — 26 123 39 — 188 Other expense (income), net — — — 5 — 5 Interest expense, net — 4 45 17 — 66 Equity in net income of subsidiaries (117 ) (87 ) — — 204 — Income before income taxes 117 109 78 17 (204 ) 117 Income tax expense 27 19 1 7 (27 ) 27 Net income $ 90 $ 90 $ 77 $ 10 $ (177 ) $ 90 Comprehensive net income $ 90 $ 94 $ 77 $ 30 $ (177 ) $ 114 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 before income taxes 88 74 68 (3 ) (139 ) 88 Income tax expense 16 2 — 14 (16 ) 16 Net income $ 72 $ 72 $ 68 $ (17 ) $ (123 ) $ 72 Comprehensive net income $ 72 $ 81 $ 68 $ 17 $ (123 ) $ 115 Two Quarterly Periods Ended March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 277 $ 2,574 $ 892 $ — $ 3,743 Cost of goods sold — 201 2,092 750 — 3,043 Selling, general and administrative — 30 163 54 — 247 Amortization of intangibles — — 62 14 — 76 Restructuring and impairment charges — — 16 10 — 26 Operating income — 46 241 64 — 351 Other expense (income), net — 5 7 2 — 14 Interest expense, net — 9 88 31 — 128 Equity in net income of subsidiaries (209 ) (159 ) — — 368 — Income before income taxes 209 191 146 31 (368 ) 209 Income tax expense (44 ) (62 ) 1 17 44 (44 ) Net income $ 253 $ 253 $ 145 $ 14 $ (412 ) $ 253 Comprehensive net income $ 253 $ 254 $ 145 $ 25 $ (412 ) $ 265 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 14 $ 258 $ 13 $ — $ 285 Cash Flow from Investing Activities Additions to property, plant, and equipment — (5 ) (137 ) (42 ) — (184 ) Proceeds from sale of assets — — — 3 — 3 Contributions (to)/from subsidiaries (12 ) (462 ) — — 474 — Intercompany — 137 — — (137 ) — Acquisition of business, net of cash acquired — — (404 ) (70 ) — (474 ) Other investing activities, net — — — — — — Net cash from investing activities (12 ) (330 ) (541 ) (109 ) 337 (655 ) Cash Flow from Financing Activities Proceeds from long-term debt — 497 — — — 497 Repayments on long-term borrowings — (113 ) (4 ) — — (117 ) Proceeds from issuance of common stock 12 — — — — 12 Payment of tax receivable agreement (37 ) — — — — (37 ) Contribution from Parent — — 404 70 (474 ) — Debt financing costs — (1 ) — — — (1 ) Changes in intercompany balances 37 — (116 ) (58 ) 137 — Net cash from financing activities 12 383 284 12 (337 ) 354 Effect of exchange rate changes on cash — — — 1 — 1 Net change in cash — 67 1 (83 ) — (15 ) Cash and cash equivalents at beginning of period — 18 12 276 — 306 Cash and cash equivalents at end of period $ — $ 85 $ 13 $ 193 $ — $ 291 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 before income taxes 167 139 109 62 (310 ) 167 Income tax expense 44 16 — 28 (44 ) 44 Net income $ 123 $ 123 $ 109 $ 34 $ (266 ) $ 123 Comprehensive net income $ 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 (to)/from subsidiaries (15 ) (443 ) — — 458 — Intercompany — 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 Repayments on long-term borrowings — (314 ) (2 ) (1 ) — (317 ) Proceeds from issuance of common stock 15 — — — — 15 Payment of tax receivable agreement (60 ) — — — — (60 ) Debt financing costs — (4 ) — — — (4 ) Contribution from parent — — 458 — (458 ) — 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 |
Recently Issued Accounting Pr21
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued a final standard on revenue recognition. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, the provisions of the new standard are effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. An entity can apply the new revenue standard on a full retrospective approach to each prior reporting period presented or on a modified retrospective approach with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The Company has evaluated a substantial portion of its contracts with key customers and is evaluating the provisions under the five-step model specified by the new standard. While the Company continues to evaluate the potential impacts of the new standard, based on procedures to date we do not expect a material impact to the consolidated financial statements. Adoption of the new standard will result in expanded revenue disclosures. The Company plans to adopt the new standard which will be effective for the Company beginning in fiscal 2019 using the modified retrospective approach. |
Hedges | Hedges In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities in order to more closely align the results of hedge accounting with risk management activities through changes to the designation and measurement guidance. The new standard is effective for interim and annual periods beginning after December 15, 2018. The effect of adoption should be reflected on all active hedges as of the beginning of the fiscal year of adoption. The Company has chosen to early adopt this standard for fiscal 2018, and the adoption of this standard did not have a material impact on any of its active hedges. |
Comprehensive Income | Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income. The new standard allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The new standard is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of this standard. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Acquisitions [Abstract] | |
Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation and estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition: Working capital (a) $ 70 Property and equipment 239 Intangible assets 91 Goodwill 76 Other assets and long-term liabilities (2 ) (a) Includes a $3 million step up of inventory to fair value |
Restructuring and Impairment 23
Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Engineered Materials $ 2 $ 2 $ 2 $ 2 Health, Hygiene & Specialties 12 2 22 4 Consumer Packaging 1 2 2 4 Consolidated $ 15 $ 6 $ 26 $ 10 |
Restructuring Accrual Activity | The table below sets forth the activity with respect to the restructuring accrual at March 31, 2018: Employee Severance and Benefits Facility Exit Costs Total Balance at September 30, 2017 $ 14 $ 5 $ 19 Charges 25 1 26 Cash payments (17 ) (2 ) (19 ) Balance at March 31, 2018 $ 22 $ 4 $ 26 |
Accrued Expenses, Other Curre24
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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: March 31, 2018 September 30, 2017 Employee compensation $ 121 $ 147 Accrued taxes 72 90 Rebates 43 58 Interest 39 36 Restructuring 26 19 Tax receivable agreement obligation 24 35 Accrued operating expenses 85 78 $ 410 $ 463 |
Other Long-Term Liabilities | The following table sets forth the totals included in Other long-term liabilities on the Consolidated Balance Sheets: March 31, 2018 September 30, 2017 Pension liability $ 53 $ 56 Deferred purchase price 46 46 Lease retirement obligation 42 37 Transition tax 36 — Derivative instruments 33 27 Sale-lease back deferred gain 23 24 Tax receivable agreement obligation 13 34 Other 76 76 $ 322 $ 300 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: Maturity Date March 31, 2018 September 30, 2017 Term loan February 2020 $ 900 $ 1,000 Term loan January 2021 814 814 Term loan October 2022 1,645 1,645 Term loan January 2024 495 498 Revolving line of credit May 2020 — — 5 1 / 2 May 2022 500 500 6% Second Priority Senior Secured Notes October 2022 400 400 5 1 / 8 July 2023 700 700 4 1 / 2 February 2026 500 — Debt discounts and deferred fees (48 ) (48 ) Capital leases and other Various 120 132 Total long-term debt 6,026 5,641 Current portion of long-term debt (34 ) (33 ) Long-term debt, less current portion $ 5,992 $ 5,608 |
Financial Instruments and Fai26
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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. When valuing swaps the Company utilizes Level 2 inputs (substantially observable). Balances on a gross basis as of the current period are as follows: Derivative Instruments Hedge Designation Balance Sheet Location March 31, 2018 September 30, 2017 Cross-currency swaps Designated Other long-term liabilities $ 28 $ — Interest rate swaps Designated Other assets 30 1 Interest rate swaps Not designated Other assets 3 13 Interest rate swaps Designated Other long-term liabilities — 15 Interest rate swaps Not designated Other long-term liabilities 5 13 |
Effect of Derivatives on Consolidated Statements of Income | The effect of the Company’s derivative instruments on the Consolidated Statements of Income is as follows: Quarterly Period Ended Two Quarterly Periods Ended Derivative Instruments Statements of Income Location March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Cross-currency swaps Interest expense, net $ (1 ) $ — $ (2 ) $ — Foreign currency swaps Other expense, net — 1 — 2 Interest rate swaps Interest expense, net 1 3 3 8 |
Assets Measured at Fair Value on Non-recurring Basis | Included in the following table are the major categories of assets measured at fair value on a non-recurring basis as of March 31, 2018 and September 30, 2017, along with the impairment loss recognized on the fair value measurement during the period: As of March 31, 2018 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,857 2,857 — Definite lived intangible assets — — 1,055 1,055 — Property, plant, and equipment — — 2,618 2,618 — Total $ — $ — $ 6,778 $ 6,778 $ — As of September 30, 2017 Level 1 Level 2 Level 3 Total Impairment Indefinite-lived trademarks $ — $ — $ 248 $ 248 $ — Goodwill — — 2,775 2,775 — Definite lived intangible assets — — 1,038 1,038 — Property, plant, and equipment — — 2,366 2,366 2 Total $ — $ — $ 6,427 $ 6,427 $ 2 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: Engineered Materials $ 655 $ 620 $ 1,303 $ 1,003 Health, Hygiene & Specialties 706 597 1,283 1,167 Consumer Packaging 606 589 1,157 1,138 Total net sales $ 1,967 $ 1,806 $ 3,743 $ 3,308 Operating income: Engineered Materials $ 94 $ 67 $ 182 $ 120 Health, Hygiene & Specialties 41 52 78 111 Consumer Packaging 53 56 91 90 Total operating income $ 188 $ 175 $ 351 $ 321 Depreciation and amortization: Engineered Materials $ 27 $ 26 $ 56 $ 43 Health, Hygiene & Specialties 49 46 95 90 Consumer Packaging 56 59 110 118 Total depreciation and amortization $ 132 $ 131 $ 261 $ 251 March 31, 2018 September 30, 2017 Total assets: Engineered Materials $ 1,773 $ 1,803 Health, Hygiene & Specialties 4,068 3,496 Consumer Packaging 3,266 3,177 Total assets $ 9,107 $ 8,476 Total goodwill: Engineered Materials $ 550 $ 545 Health, Hygiene & Specialties 897 819 Consumer Packaging 1,410 1,411 Total goodwill $ 2,857 $ 2,775 |
Selected Information by Geography | Selected information by geography is presented in the following tables: Quarterly Period Ended Two Quarterly Periods Ended March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: North America $ 1,601 $ 1,500 $ 3,067 $ 2,704 South America 80 81 154 161 Europe 226 162 396 311 Asia 60 63 126 132 Total net sales $ 1,967 $ 1,806 $ 3,743 $ 3,308 March 31, 2018 September 30, 2017 Long-lived assets: North America $ 5,647 $ 5,350 South America 389 371 Europe 516 467 Asia 294 284 Total Long-lived assets $ 6,846 $ 6,472 |
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) March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Net sales: Performance Materials 45 % 47 % 46 % 46 % Engineered Products 55 53 54 54 Engineered Materials 100 % 100 % 100 % 100 % Health 18 % 22 % 19 % 21 % Hygiene 43 43 43 44 Specialties 39 35 38 35 Health, Hygiene & Specialties 100 % 100 % 100 % 100 % Rigid Open Top 41 % 40 % 42 % 41 % Rigid Closed Top 59 60 58 59 Consumer Packaging 100 % 100 % 100 % 100 % |
Basic and Diluted Net Income 28
Basic and Diluted Net Income Per Share (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Basic and Diluted Net Income Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following tables provide a reconciliation of the numerator and denominator of the basic and diluted net income per share calculations. Quarterly Period Ended Two Quarterly Periods Ended (in millions, except per share amounts) March 31, 2018 April 1, 2017 March 31, 2018 April 1, 2017 Numerator Net income $ 90 $ 72 $ 253 $ 123 Denominator Weighted average common shares outstanding - basic 131.3 127.7 131.0 124.9 Dilutive shares 4.5 5.5 4.9 5.8 Weighted average common and common equivalent shares outstanding - diluted 135.8 133.2 135.9 130.7 Per common share income Basic $ 0.69 $ 0.56 $ 1.93 $ 0.98 Diluted $ 0.66 $ 0.54 $ 1.86 $ 0.94 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | The components and activity of Accumulated other comprehensive loss are as follows: Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at September 30, 2017 $ (48 ) $ (16 ) $ (4 ) $ (68 ) Other comprehensive income (loss) before reclassifications (17 ) (1 ) 35 17 Net amount reclassified from accumulated other comprehensive income (loss) — — 6 6 Provision for income taxes — — (11 ) (11 ) Balance at March 31, 2018 $ (65 ) $ (17 ) $ 26 $ (56 ) Currency Translation Defined Benefit Pension and Retiree Health Benefit Plans Interest Rate Swaps Accumulated Other Comprehensive Loss Balance at October 1, 2016 $ (82 ) $ (44 ) $ (22 ) $ (148 ) Other comprehensive income (loss) before reclassifications (24 ) 13 25 14 Net amount reclassified from accumulated other comprehensive income (loss) — — 8 8 Provision for income taxes — — (13 ) (13 ) Balance at April 1, 2017 $ (106 ) $ (31 ) $ (2 ) $ (139 ) |
Guarantor and Non-Guarantor F30
Guarantor and Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Guarantor and Non-Guarantor Financial Information [Abstract] | |
Condensed Supplemental Consolidated Financial Information | Condensed Supplemental Consolidated Balance Sheet March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 198 $ 1,260 $ 803 $ — $ 2,261 Intercompany receivable 422 2,177 — — (2,599 ) — Property, plant, and equipment, net — 74 1,733 811 — 2,618 Other assets 1,246 5,997 4,699 521 (8,235 ) 4,228 Total assets $ 1,668 $ 8,446 $ 7,692 $ 2,135 $ (10,834 ) $ 9,107 Current liabilities $ 24 $ 252 $ 544 $ 342 $ — $ 1,162 Intercompany payable — — 2,549 50 (2,599 ) — Other long-term liabilities 338 6,142 93 66 — 6,639 Stockholders’ equity 1,306 2,052 4,506 1,677 (8,235 ) 1,306 Total liabilities and stockholders’ equity $ 1,668 $ 8,446 $ 7,692 $ 2,135 $ (10,834 ) $ 9,107 September 30, 2017 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Current assets $ — $ 116 $ 1,113 $ 775 $ — $ 2,004 Intercompany receivable 512 2,217 — — (2,729 ) — Property, plant and equipment, net — 80 1,564 722 — 2,366 Other assets 992 5,335 4,583 533 (7,337 ) 4,106 Total assets $ 1,504 $ 7,748 $ 7,260 $ 2,030 $ (10,066 ) $ 8,476 Current liabilities $ 36 $ 243 $ 537 $ 318 $ — $ 1,134 Intercompany payable — — 2,667 62 (2,729 ) — Other long-term liabilities 453 5,707 99 68 — 6,327 Stockholders’ equity 1,015 1,798 3,957 1,582 (7,337 ) 1,015 Total liabilities and stockholders’ equity $ 1,504 $ 7,748 $ 7,260 $ 2,030 $ (10,066 ) $ 8,476 Condensed Supplemental Consolidated Statements of Income Quarterly Period Ended March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 139 $ 1,349 $ 479 $ — $ 1,967 Cost of goods sold — 95 1,103 398 — 1,596 Selling, general and administrative — 18 83 29 — 130 Amortization of intangibles — — 31 7 — 38 Restructuring and impairment charges — — 9 6 — 15 Operating income — 26 123 39 — 188 Other expense (income), net — — — 5 — 5 Interest expense, net — 4 45 17 — 66 Equity in net income of subsidiaries (117 ) (87 ) — — 204 — Income before income taxes 117 109 78 17 (204 ) 117 Income tax expense 27 19 1 7 (27 ) 27 Net income $ 90 $ 90 $ 77 $ 10 $ (177 ) $ 90 Comprehensive net income $ 90 $ 94 $ 77 $ 30 $ (177 ) $ 114 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 before income taxes 88 74 68 (3 ) (139 ) 88 Income tax expense 16 2 — 14 (16 ) 16 Net income $ 72 $ 72 $ 68 $ (17 ) $ (123 ) $ 72 Comprehensive net income $ 72 $ 81 $ 68 $ 17 $ (123 ) $ 115 Two Quarterly Periods Ended March 31, 2018 Parent Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net sales $ — $ 277 $ 2,574 $ 892 $ — $ 3,743 Cost of goods sold — 201 2,092 750 — 3,043 Selling, general and administrative — 30 163 54 — 247 Amortization of intangibles — — 62 14 — 76 Restructuring and impairment charges — — 16 10 — 26 Operating income — 46 241 64 — 351 Other expense (income), net — 5 7 2 — 14 Interest expense, net — 9 88 31 — 128 Equity in net income of subsidiaries (209 ) (159 ) — — 368 — Income before income taxes 209 191 146 31 (368 ) 209 Income tax expense (44 ) (62 ) 1 17 44 (44 ) Net income $ 253 $ 253 $ 145 $ 14 $ (412 ) $ 253 Comprehensive net income $ 253 $ 254 $ 145 $ 25 $ (412 ) $ 265 Consolidating Statement of Cash Flows Cash Flow from Operating Activities $ — $ 14 $ 258 $ 13 $ — $ 285 Cash Flow from Investing Activities Additions to property, plant, and equipment — (5 ) (137 ) (42 ) — (184 ) Proceeds from sale of assets — — — 3 — 3 Contributions (to)/from subsidiaries (12 ) (462 ) — — 474 — Intercompany — 137 — — (137 ) — Acquisition of business, net of cash acquired — — (404 ) (70 ) — (474 ) Other investing activities, net — — — — — — Net cash from investing activities (12 ) (330 ) (541 ) (109 ) 337 (655 ) Cash Flow from Financing Activities Proceeds from long-term debt — 497 — — — 497 Repayments on long-term borrowings — (113 ) (4 ) — — (117 ) Proceeds from issuance of common stock 12 — — — — 12 Payment of tax receivable agreement (37 ) — — — — (37 ) Contribution from Parent — — 404 70 (474 ) — Debt financing costs — (1 ) — — — (1 ) Changes in intercompany balances 37 — (116 ) (58 ) 137 — Net cash from financing activities 12 383 284 12 (337 ) 354 Effect of exchange rate changes on cash — — — 1 — 1 Net change in cash — 67 1 (83 ) — (15 ) Cash and cash equivalents at beginning of period — 18 12 276 — 306 Cash and cash equivalents at end of period $ — $ 85 $ 13 $ 193 $ — $ 291 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 before income taxes 167 139 109 62 (310 ) 167 Income tax expense 44 16 — 28 (44 ) 44 Net income $ 123 $ 123 $ 109 $ 34 $ (266 ) $ 123 Comprehensive net income $ 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 (to)/from subsidiaries (15 ) (443 ) — — 458 — Intercompany — 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 Repayments on long-term borrowings — (314 ) (2 ) (1 ) — (317 ) Proceeds from issuance of common stock 15 — — — — 15 Payment of tax receivable agreement (60 ) — — — — (60 ) Debt financing costs — (4 ) — — — (4 ) Contribution from parent — — 458 — (458 ) — 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 |
Acquisitions, AEP Industries In
Acquisitions, AEP Industries Inc. (Details) - AEP [Member] - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2017 | Apr. 01, 2017 | Apr. 01, 2017 | |
Acquisition [Abstract] | |||
Purchase price, net of cash acquired | $ 791 | ||
Number of shares issued (in shares) | 6.4 | ||
Value of shares issued at time of closing | $ 324 | ||
Pro Forma Information [Abstract] | |||
Pro forma net sales | $ 1,900 | $ 3,600 | |
Pro forma net income | $ 74 | $ 125 | |
Term Loan due January 2024 [Member] | |||
Acquisition [Abstract] | |||
Face amount of debt issued | $ 500 |
Acquisitions, Adchem Corp (Deta
Acquisitions, Adchem Corp (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2018 | Sep. 30, 2017 | |
Acquisition [Abstract] | |||
Goodwill | $ 2,857 | $ 2,775 | |
Adchem [Member] | |||
Acquisition [Abstract] | |||
Purchase price | $ 49 | ||
Working capital | 10 | ||
Property and equipment | 2 | ||
Intangible assets | 22 | ||
Goodwill | $ 15 |
Acquisitions, Clopay Plastic Pr
Acquisitions, Clopay Plastic Products Company, Inc. (Details) - USD ($) $ in Millions | Feb. 28, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Sep. 30, 2017 | |
Allocation of Purchase Price [Abstract] | |||||
Goodwill | $ 2,857 | $ 2,775 | |||
4.50% Second Priority Senior Secured Notes due 2026 [Member] | |||||
Acquisition [Abstract] | |||||
Face amount of debt issued | $ 500 | ||||
Interest rate | 4.50% | ||||
Clopay [Member] | |||||
Acquisition [Abstract] | |||||
Preliminary purchase price subject to adjustment | $ 474 | ||||
Allocation of Purchase Price [Abstract] | |||||
Working capital | [1] | 70 | |||
Property and equipment | 239 | ||||
Intangible assets | 91 | ||||
Goodwill | 76 | ||||
Other assets and long-term liabilities | (2) | ||||
Step up of inventory to fair value | $ 3 | ||||
[1] | Includes a $3 million step up of inventory to fair value. |
Accounts Receivable Factoring34
Accounts Receivable Factoring Agreements (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Accounts Receivable Factoring Agreements [Abstract] | ||
Amounts due from financial institutions | $ 0 | $ 0 |
Trade receivables sold to financial institutions | $ 116 | $ 129 |
Restructuring and Impairment 35
Restructuring and Impairment Charges, Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Restructuring Charges [Abstract] | ||||
Restructuring charges | $ 15 | $ 6 | $ 26 | $ 10 |
Engineered Materials [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | 2 | 2 | 2 | 2 |
Health, Hygiene & Specialties [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | 12 | 2 | 22 | 4 |
Consumer Packaging [Member] | ||||
Restructuring Charges [Abstract] | ||||
Restructuring charges | $ 1 | $ 2 | $ 2 | $ 4 |
Restructuring and Impairment 36
Restructuring and Impairment Charges, Restructuring Accrual Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Restructuring Accrual [Roll Forward] | ||||
Beginning balance | $ 19 | |||
Charges | $ 15 | $ 6 | 26 | $ 10 |
Cash payments | (19) | |||
Ending balance | 26 | 26 | ||
Employee Severance and Benefits [Member] | ||||
Restructuring Accrual [Roll Forward] | ||||
Beginning balance | 14 | |||
Charges | 25 | |||
Cash payments | (17) | |||
Ending balance | 22 | 22 | ||
Facility Exit Costs [Member] | ||||
Restructuring Accrual [Roll Forward] | ||||
Beginning balance | 5 | |||
Charges | 1 | |||
Cash payments | (2) | |||
Ending balance | $ 4 | $ 4 |
Accrued Expenses, Other Curre37
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | ||
Employee compensation | $ 121 | $ 147 |
Accrued taxes | 72 | 90 |
Rebates | 43 | 58 |
Interest | 39 | 36 |
Restructuring | 26 | 19 |
Tax receivable agreement obligation | 24 | 35 |
Accrued operating expenses | 85 | 78 |
Accrued expenses and other current liabilities | $ 410 | $ 463 |
Accrued Expenses, Other Curre38
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities, Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities [Abstract] | ||
Pension liability | $ 53 | $ 56 |
Deferred purchase price | 46 | 46 |
Lease retirement obligation | 42 | 37 |
Transition tax | 36 | 0 |
Derivative instruments | 33 | 27 |
Sale-lease back deferred gain | 23 | 24 |
Tax receivable agreement obligation | 13 | 34 |
Other | 76 | 76 |
Other long-term liabilities | $ 322 | $ 300 |
Long-Term Debt, Summary of Long
Long-Term Debt, Summary of Long-Term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Mar. 31, 2018 | Jan. 31, 2018 | Sep. 30, 2017 | |
Long-term Debt [Abstract] | |||
Debt discounts and deferred fees | $ (48) | $ (48) | |
Capital leases and other | 120 | 132 | |
Total long-term debt | 6,026 | 5,641 | |
Current portion of long-term debt | (34) | (33) | |
Long-term debt, less current portion | 5,992 | 5,608 | |
Term Loan due February 2020 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 900 | 1,000 | |
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 | $ 1,645 | 1,645 | |
Maturity date | Oct. 31, 2022 | ||
Term Loan due January 2024 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 495 | 498 | |
Maturity date | Jan. 31, 2024 | ||
Revolving Line of Credit [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 0 | 0 | |
Maturity date | May 31, 2020 | ||
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% Second Priority Senior Secured Notes due October 2022 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 400 | 400 | |
Interest rate | 6.00% | ||
Maturity date | Oct. 31, 2022 | ||
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 | ||
4 1/2% Second Priority Senior Secured Notes due February 2026 [Member] | |||
Long-term Debt [Abstract] | |||
Long-term debt | $ 500 | $ 0 | |
Interest rate | 4.50% | 4.50% | |
Maturity date | Feb. 28, 2026 |
Long-Term Debt, 4.50% Second Pr
Long-Term Debt, 4.50% Second Priority Senior Secured Notes (Details) - 4 1/2% Second Priority Senior Secured Notes due February 2026 [Member] - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Jan. 31, 2018 | |
Long-Term Debt [Abstract] | ||
Face amount of debt issued | $ 500 | |
Interest rate | 4.50% | 4.50% |
Maturity date | Feb. 28, 2026 | |
Debt discount | $ 4 |
Long-Term Debt, Term Loans (Det
Long-Term Debt, Term Loans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2018 | Apr. 01, 2017 | |
Long-Term Debt [Abstract] | |||
Repayments on long-term debt | $ 117 | $ 317 | |
Loss on extinguishment of debt | $ (1) | ||
Term Loan due February 2020 [Member] | LIBOR [Member] | |||
Long-Term Debt [Abstract] | |||
Basis spread on variable rate | 2.00% | ||
Term Loan due January 2021 [Member] | LIBOR [Member] | |||
Long-Term Debt [Abstract] | |||
Basis spread on variable rate | 2.00% | ||
Term Loan due October 2022 [Member] | LIBOR [Member] | |||
Long-Term Debt [Abstract] | |||
Basis spread on variable rate | 2.00% | ||
Term Loan due January 2024 [Member] | LIBOR [Member] | |||
Long-Term Debt [Abstract] | |||
Basis spread on variable rate | 2.00% |
Financial Instruments and Fai42
Financial Instruments and Fair Value Measurements, Cross-Currency and Interest Rate Swaps (Details) € in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jun. 28, 2013USD ($) | Mar. 31, 2018USD ($) | Nov. 30, 2017EUR (€) | Feb. 28, 2013USD ($) | |
Cross-Currency Swaps [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Notional amount of swap | € | € 250 | |||
Interest Rate Swap - February 2013 [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Notional amount of swap | $ 1,000 | |||
Cash received for settlement of derivative contract | $ 16 | |||
Interest Rate Swap - May 2017 [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Notional amount of swap | $ 450 | |||
Fixed annual rate of swap | 2.00% | |||
Interest Rate Swap - May 2017 [Member] | LIBOR [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Term of variable rate | 1 month | |||
Interest Rate Swap - March 2017 [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Notional amount of swap | $ 1,000 | |||
Fixed annual rate of swap | 1.519% | |||
Interest Rate Swap - March 2017 [Member] | LIBOR [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Term of variable rate | 1 month | |||
Interest Rate Swap - February 2017 [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Notional amount of swap | $ 1,000 | |||
Fixed annual rate of swap | 2.0987% | |||
Interest Rate Swap - February 2017 [Member] | LIBOR [Member] | ||||
Cross-Currency and Interest Rate Swaps [Abstract] | ||||
Term of variable rate | 1 month |
Financial Instruments and Fai43
Financial Instruments and Fair Value Measurements, Fair Value of Derivative and Location on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Sep. 30, 2017 |
Cross-Currency Swaps [Member] | Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 28 | $ 0 |
Interest Rate Swaps [Member] | Designated [Member] | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 30 | 1 |
Interest Rate Swaps [Member] | Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 0 | 15 |
Interest Rate Swaps [Member] | Not Designated [Member] | Other Assets [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | 3 | 13 |
Interest Rate Swaps [Member] | Not Designated [Member] | Other Long-Term Liabilities [Member] | ||
Derivative Instruments [Abstract] | ||
Fair value of derivative instruments | $ 5 | $ 13 |
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 | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Derivative Instruments [Abstract] | ||||
Amortization related to unrealized losses in Accumulated other comprehensive loss for next 12 months | $ (2) | |||
Cross-Currency Swaps [Member] | Interest Expense, Net [Member] | ||||
Derivative Instruments [Abstract] | ||||
Gain (loss) on derivative instruments | $ (1) | $ 0 | (2) | $ 0 |
Foreign Currency Swaps [Member] | Other Expense, Net [Member] | ||||
Derivative Instruments [Abstract] | ||||
Gain (loss) on derivative instruments | 0 | 1 | 0 | 2 |
Interest Rate Swaps [Member] | Interest Expense, Net [Member] | ||||
Derivative Instruments [Abstract] | ||||
Gain (loss) on derivative instruments | $ 1 | $ 3 | $ 3 | $ 8 |
Financial Instruments and Fai45
Financial Instruments and Fair Value Measurements, Assets Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Impairment [Abstract] | ||
Indefinite-lived trademarks | $ 0 | $ 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 0 | 2 |
Impairment charges | 0 | 2 |
Fair Value Adjustment [Abstract] | ||
Fair value of long-term indebtedness in excess of book value | $ 14 | |
Minimum [Member] | Health, Hygiene & Specialties [Member] | South America [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Incremental percentage increase (decrease) in earnings that could impact future impairment tests | 10.00% | |
Maximum [Member] | Health, Hygiene & Specialties [Member] | South America [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Incremental percentage increase (decrease) in earnings that could impact future impairment tests | 15.00% | |
Fair Value on Nonrecurring Basis [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | $ 248 | 248 |
Goodwill | 2,857 | 2,775 |
Definite lived intangible assets | 1,055 | 1,038 |
Property, plant, and equipment | 2,618 | 2,366 |
Total | 6,778 | 6,427 |
Fair Value on Nonrecurring Basis [Member] | Level 1 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 0 | 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 0 | 0 |
Total | 0 | 0 |
Fair Value on Nonrecurring Basis [Member] | Level 2 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 0 | 0 |
Goodwill | 0 | 0 |
Definite lived intangible assets | 0 | 0 |
Property, plant, and equipment | 0 | 0 |
Total | 0 | 0 |
Fair Value on Nonrecurring Basis [Member] | Level 3 [Member] | ||
Fair Value of Assets [Abstract] | ||
Indefinite-lived trademarks | 248 | 248 |
Goodwill | 2,857 | 2,775 |
Definite lived intangible assets | 1,055 | 1,038 |
Property, plant, and equipment | 2,618 | 2,366 |
Total | $ 6,778 | $ 6,427 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 30, 2017 | |
Income Taxes [Abstract] | ||
U. S. corporate income tax rate | 21.00% | |
Provisional transition tax benefit | $ (95) | |
Repatriation tax charge | 44 | |
Net deferred tax revaluation benefit | $ (139) | |
Effective tax rate | 23.00% | |
Share-based compensation excess tax benefit | (3.00%) | |
Research and development credits | (1.00%) | |
Domestic manufacturing tax benefit | (2.00%) | |
U.S. state income taxes | 3.00% | |
Foreign valuation allowance | 2.00% |
Operating Segments, Selected In
Operating Segments, Selected Information by Reportable Segment (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018USD ($) | Apr. 01, 2017USD ($) | Mar. 31, 2018USD ($)Segment | Apr. 01, 2017USD ($) | Sep. 30, 2017USD ($) | |
Selected Information by Reportable Segment [Abstract] | |||||
Number of reporting segments | Segment | 3 | ||||
Net sales | $ 1,967 | $ 1,806 | $ 3,743 | $ 3,308 | |
Operating income | 188 | 175 | 351 | 321 | |
Depreciation and amortization | 132 | 131 | 261 | 251 | |
Total assets | 9,107 | 9,107 | $ 8,476 | ||
Total goodwill | 2,857 | 2,857 | 2,775 | ||
Operating Segment [Member] | Engineered Materials [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 655 | 620 | 1,303 | 1,003 | |
Operating income | 94 | 67 | 182 | 120 | |
Depreciation and amortization | 27 | 26 | 56 | 43 | |
Total assets | 1,773 | 1,773 | 1,803 | ||
Total goodwill | 550 | 550 | 545 | ||
Operating Segment [Member] | Health, Hygiene & Specialties [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 706 | 597 | 1,283 | 1,167 | |
Operating income | 41 | 52 | 78 | 111 | |
Depreciation and amortization | 49 | 46 | 95 | 90 | |
Total assets | 4,068 | 4,068 | 3,496 | ||
Total goodwill | 897 | 897 | 819 | ||
Operating Segment [Member] | Consumer Packaging [Member] | |||||
Selected Information by Reportable Segment [Abstract] | |||||
Net sales | 606 | 589 | 1,157 | 1,138 | |
Operating income | 53 | 56 | 91 | 90 | |
Depreciation and amortization | 56 | $ 59 | 110 | $ 118 | |
Total assets | 3,266 | 3,266 | 3,177 | ||
Total goodwill | $ 1,410 | $ 1,410 | $ 1,411 |
Operating Segments, Selected 48
Operating Segments, Selected Information by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | Sep. 30, 2017 | |
Selected Information by Geography [Abstract] | |||||
Net sales | $ 1,967 | $ 1,806 | $ 3,743 | $ 3,308 | |
Long-lived assets | 6,846 | 6,846 | $ 6,472 | ||
Reportable Geography [Member] | North America [Member] | |||||
Selected Information by Geography [Abstract] | |||||
Net sales | 1,601 | 1,500 | 3,067 | 2,704 | |
Long-lived assets | 5,647 | 5,647 | 5,350 | ||
Reportable Geography [Member] | South America [Member] | |||||
Selected Information by Geography [Abstract] | |||||
Net sales | 80 | 81 | 154 | 161 | |
Long-lived assets | 389 | 389 | 371 | ||
Reportable Geography [Member] | Europe [Member] | |||||
Selected Information by Geography [Abstract] | |||||
Net sales | 226 | 162 | 396 | 311 | |
Long-lived assets | 516 | 516 | 467 | ||
Reportable Geography [Member] | Asia [Member] | |||||
Selected Information by Geography [Abstract] | |||||
Net sales | 60 | $ 63 | 126 | $ 132 | |
Long-lived assets | $ 294 | $ 294 | $ 284 |
Operating Segments, Selected 49
Operating Segments, Selected Information by Product Line (Details) - Net Sales [Member] | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Engineered Materials [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Engineered Materials [Member] | Performance Materials [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 45.00% | 47.00% | 46.00% | 46.00% |
Engineered Materials [Member] | Engineered Products [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 55.00% | 53.00% | 54.00% | 54.00% |
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 | 18.00% | 22.00% | 19.00% | 21.00% |
Health, Hygiene & Specialties [Member] | Hygiene [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 43.00% | 43.00% | 43.00% | 44.00% |
Health, Hygiene & Specialties [Member] | Specialties [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 39.00% | 35.00% | 38.00% | 35.00% |
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 | 41.00% | 40.00% | 42.00% | 41.00% |
Consumer Packaging [Member] | Rigid Closed Top [Member] | ||||
Selected Information by Product Line [Abstract] | ||||
Concentration risk percentage | 59.00% | 60.00% | 58.00% | 59.00% |
Basic and Diluted Net Income 50
Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Basic and Diluted Net Income Per Share [Abstract] | ||||
Antidilutive shares excluded from computation of earnings per share (in shares) | 0 | 0 | ||
Numerator [Abstract] | ||||
Net income | $ 90 | $ 72 | $ 253 | $ 123 |
Denominator [Abstract] | ||||
Weighted average common shares outstanding - basic (in shares) | 131.3 | 127.7 | 131 | 124.9 |
Dilutive shares (in shares) | 4.5 | 5.5 | 4.9 | 5.8 |
Weighted average common and common equivalent shares outstanding - diluted (in shares) | 135.8 | 133.2 | 135.9 | 130.7 |
Per Common Share Income [Abstract] | ||||
Basic (in dollars per share) | $ 0.69 | $ 0.56 | $ 1.93 | $ 0.98 |
Diluted (in dollars per share) | $ 0.66 | $ 0.54 | $ 1.86 | $ 0.94 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Other comprehensive income (loss) before reclassifications | $ 17 | $ 14 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 6 | 8 | ||
Provision for income taxes | $ (6) | $ (6) | (11) | (13) |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (68) | (148) | ||
Ending balance | (56) | (139) | (56) | (139) |
Currency Translation [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (48) | (82) | ||
Other comprehensive income (loss) before reclassifications | (17) | (24) | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Provision for income taxes | 0 | 0 | ||
Ending balance | (65) | (106) | (65) | (106) |
Defined Benefit Pension and Retiree Health Benefit Plans [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (16) | (44) | ||
Other comprehensive income (loss) before reclassifications | (1) | 13 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Provision for income taxes | 0 | 0 | ||
Ending balance | (17) | (31) | (17) | (31) |
Interest Rate Swaps [Member] | ||||
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning balance | (4) | (22) | ||
Other comprehensive income (loss) before reclassifications | 35 | 25 | ||
Net amount reclassified from accumulated other comprehensive income (loss) | 6 | 8 | ||
Provision for income taxes | (11) | (13) | ||
Ending balance | $ 26 | $ (2) | $ 26 | $ (2) |
Guarantor and Non-Guarantor F52
Guarantor and Non-Guarantor Financial Information, Condensed Supplemental Consolidated Balance Sheet (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Guarantor and Non-Guarantor Financial Information [Abstract] | ||
Percentage ownership in guarantor subsidiaries | 100.00% | |
Assets [Abstract] | ||
Current assets | $ 2,261 | $ 2,004 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 2,618 | 2,366 |
Other assets | 4,228 | 4,106 |
Total assets | 9,107 | 8,476 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 1,162 | 1,134 |
Intercompany payable | 0 | 0 |
Other long-term liabilities | 6,639 | 6,327 |
Stockholders' equity | 1,306 | 1,015 |
Total liabilities and stockholders' equity | 9,107 | 8,476 |
Eliminations [Member] | ||
Assets [Abstract] | ||
Current assets | 0 | 0 |
Intercompany receivable | (2,599) | (2,729) |
Property, plant, and equipment, net | 0 | 0 |
Other assets | (8,235) | (7,337) |
Total assets | (10,834) | (10,066) |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 0 | 0 |
Intercompany payable | (2,599) | (2,729) |
Other long-term liabilities | 0 | 0 |
Stockholders' equity | (8,235) | (7,337) |
Total liabilities and stockholders' equity | (10,834) | (10,066) |
Parent [Member] | ||
Assets [Abstract] | ||
Current assets | 0 | 0 |
Intercompany receivable | 422 | 512 |
Property, plant, and equipment, net | 0 | 0 |
Other assets | 1,246 | 992 |
Total assets | 1,668 | 1,504 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 24 | 36 |
Intercompany payable | 0 | 0 |
Other long-term liabilities | 338 | 453 |
Stockholders' equity | 1,306 | 1,015 |
Total liabilities and stockholders' equity | 1,668 | 1,504 |
Issuer [Member] | ||
Assets [Abstract] | ||
Current assets | 198 | 116 |
Intercompany receivable | 2,177 | 2,217 |
Property, plant, and equipment, net | 74 | 80 |
Other assets | 5,997 | 5,335 |
Total assets | 8,446 | 7,748 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 252 | 243 |
Intercompany payable | 0 | 0 |
Other long-term liabilities | 6,142 | 5,707 |
Stockholders' equity | 2,052 | 1,798 |
Total liabilities and stockholders' equity | 8,446 | 7,748 |
Guarantor Subsidiaries [Member] | ||
Assets [Abstract] | ||
Current assets | 1,260 | 1,113 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 1,733 | 1,564 |
Other assets | 4,699 | 4,583 |
Total assets | 7,692 | 7,260 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 544 | 537 |
Intercompany payable | 2,549 | 2,667 |
Other long-term liabilities | 93 | 99 |
Stockholders' equity | 4,506 | 3,957 |
Total liabilities and stockholders' equity | 7,692 | 7,260 |
Non-Guarantor Subsidiaries [Member] | ||
Assets [Abstract] | ||
Current assets | 803 | 775 |
Intercompany receivable | 0 | 0 |
Property, plant, and equipment, net | 811 | 722 |
Other assets | 521 | 533 |
Total assets | 2,135 | 2,030 |
Liabilities and Stockholders' Equity [Abstract] | ||
Current liabilities | 342 | 318 |
Intercompany payable | 50 | 62 |
Other long-term liabilities | 66 | 68 |
Stockholders' equity | 1,677 | 1,582 |
Total liabilities and stockholders' equity | $ 2,135 | $ 2,030 |
Guarantor and Non-Guarantor F53
Guarantor and Non-Guarantor Financial Information, Condensed Supplemental Consolidated Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | |
Condensed Supplemental Consolidated Statements of Operations [Abstract] | ||||
Net sales | $ 1,967 | $ 1,806 | $ 3,743 | $ 3,308 |
Cost of goods sold | 1,596 | 1,453 | 3,043 | 2,659 |
Selling, general and administrative | 130 | 132 | 247 | 245 |
Amortization of intangibles | 38 | 40 | 76 | 73 |
Restructuring and impairment charges | 15 | 6 | 26 | 10 |
Operating income | 188 | 175 | 351 | 321 |
Other expense (income), net | 5 | 20 | 14 | 19 |
Interest expense, net | 66 | 67 | 128 | 135 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | 117 | 88 | 209 | 167 |
Income tax expense | 27 | 16 | (44) | 44 |
Net income | 90 | 72 | 253 | 123 |
Comprehensive net income | 114 | 115 | 265 | 132 |
Eliminations [Member] | ||||
Condensed Supplemental 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 | 204 | 139 | 368 | 310 |
Income before income taxes | (204) | (139) | (368) | (310) |
Income tax expense | (27) | (16) | 44 | (44) |
Net income | (177) | (123) | (412) | (266) |
Comprehensive net income | (177) | (123) | (412) | (266) |
Parent [Member] | ||||
Condensed Supplemental 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 | (117) | (88) | (209) | (167) |
Income before income taxes | 117 | 88 | 209 | 167 |
Income tax expense | 27 | 16 | (44) | 44 |
Net income | 90 | 72 | 253 | 123 |
Comprehensive net income | 90 | 72 | 253 | 123 |
Issuer [Member] | ||||
Condensed Supplemental Consolidated Statements of Operations [Abstract] | ||||
Net sales | 139 | 146 | 277 | 289 |
Cost of goods sold | 95 | 117 | 201 | 233 |
Selling, general and administrative | 18 | (11) | 30 | 31 |
Amortization of intangibles | 0 | 1 | 0 | 3 |
Restructuring and impairment charges | 0 | 0 | 0 | 0 |
Operating income | 26 | 39 | 46 | 22 |
Other expense (income), net | 0 | 10 | 5 | 14 |
Interest expense, net | 4 | 6 | 9 | 12 |
Equity in net income of subsidiaries | (87) | (51) | (159) | (143) |
Income before income taxes | 109 | 74 | 191 | 139 |
Income tax expense | 19 | 2 | (62) | 16 |
Net income | 90 | 72 | 253 | 123 |
Comprehensive net income | 94 | 81 | 254 | 143 |
Guarantor Subsidiaries [Member] | ||||
Condensed Supplemental Consolidated Statements of Operations [Abstract] | ||||
Net sales | 1,349 | 1,252 | 2,574 | 2,231 |
Cost of goods sold | 1,103 | 1,012 | 2,092 | 1,801 |
Selling, general and administrative | 83 | 87 | 163 | 162 |
Amortization of intangibles | 31 | 31 | 62 | 56 |
Restructuring and impairment charges | 9 | 6 | 16 | 10 |
Operating income | 123 | 116 | 241 | 202 |
Other expense (income), net | 0 | 2 | 7 | 2 |
Interest expense, net | 45 | 46 | 88 | 91 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | 78 | 68 | 146 | 109 |
Income tax expense | 1 | 0 | 1 | 0 |
Net income | 77 | 68 | 145 | 109 |
Comprehensive net income | 77 | 68 | 145 | 109 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Supplemental Consolidated Statements of Operations [Abstract] | ||||
Net sales | 479 | 408 | 892 | 788 |
Cost of goods sold | 398 | 324 | 750 | 625 |
Selling, general and administrative | 29 | 56 | 54 | 52 |
Amortization of intangibles | 7 | 8 | 14 | 14 |
Restructuring and impairment charges | 6 | 0 | 10 | 0 |
Operating income | 39 | 20 | 64 | 97 |
Other expense (income), net | 5 | 8 | 2 | 3 |
Interest expense, net | 17 | 15 | 31 | 32 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income before income taxes | 17 | (3) | 31 | 62 |
Income tax expense | 7 | 14 | 17 | 28 |
Net income | 10 | (17) | 14 | 34 |
Comprehensive net income | $ 30 | $ 17 | $ 25 | $ 23 |
Guarantor and Non-Guarantor F54
Guarantor and Non-Guarantor Financial Information, Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Consolidating Statement of Cash Flows [Abstract] | ||
Cash Flow from Operating Activities | $ 285 | $ 333 |
Cash Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | (184) | (135) |
Proceeds from sale of assets | 3 | 4 |
Contributions (to)/from subsidiaries | 0 | 0 |
Intercompany | 0 | 0 |
Acquisition of business, net of cash acquired | (474) | (458) |
Other investing activities, net | 0 | (1) |
Net cash from investing activities | (655) | (590) |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 497 | 595 |
Repayments on long-term borrowings | (117) | (317) |
Proceeds from issuance of common stock | 12 | 15 |
Payment of tax receivable agreement | (37) | (60) |
Contribution from Parent | 0 | 0 |
Debt financing costs | (1) | (4) |
Changes in intercompany balances | 0 | 0 |
Net cash from financing activities | 354 | 229 |
Effect of exchange rate changes on cash | 1 | (2) |
Net change in cash | (15) | (30) |
Cash and cash equivalents at beginning of period | 306 | 323 |
Cash and cash equivalents at end of period | 291 | 293 |
Eliminations [Member] | ||
Consolidating Statement of Cash Flows [Abstract] | ||
Cash Flow from Operating Activities | 0 | 0 |
Cash Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Contributions (to)/from subsidiaries | 474 | 458 |
Intercompany | (137) | (94) |
Acquisition of business, net of cash acquired | 0 | 0 |
Other investing activities, net | 0 | 0 |
Net cash from investing activities | 337 | 364 |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 0 | 0 |
Repayments on long-term borrowings | 0 | 0 |
Proceeds from issuance of common stock | 0 | 0 |
Payment of tax receivable agreement | 0 | 0 |
Contribution from Parent | (474) | (458) |
Debt financing costs | 0 | 0 |
Changes in intercompany balances | 137 | 94 |
Net cash from financing activities | (337) | (364) |
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 |
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 Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Contributions (to)/from subsidiaries | (12) | (15) |
Intercompany | 0 | 0 |
Acquisition of business, net of cash acquired | 0 | 0 |
Other investing activities, net | 0 | 0 |
Net cash from investing activities | (12) | (15) |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 0 | 0 |
Repayments on long-term borrowings | 0 | 0 |
Proceeds from issuance of common stock | 12 | 15 |
Payment of tax receivable agreement | (37) | (60) |
Contribution from Parent | 0 | 0 |
Debt financing costs | 0 | 0 |
Changes in intercompany balances | 37 | 60 |
Net cash from financing activities | 12 | 15 |
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 |
Cash and cash equivalents at end of period | 0 | 0 |
Issuer [Member] | ||
Consolidating Statement of Cash Flows [Abstract] | ||
Cash Flow from Operating Activities | 14 | 24 |
Cash Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | (5) | (8) |
Proceeds from sale of assets | 0 | 1 |
Contributions (to)/from subsidiaries | (462) | (443) |
Intercompany | 137 | 94 |
Acquisition of business, net of cash acquired | 0 | 0 |
Other investing activities, net | 0 | (1) |
Net cash from investing activities | (330) | (357) |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 497 | 595 |
Repayments on long-term borrowings | (113) | (314) |
Proceeds from issuance of common stock | 0 | 0 |
Payment of tax receivable agreement | 0 | 0 |
Contribution from Parent | 0 | 0 |
Debt financing costs | (1) | (4) |
Changes in intercompany balances | 0 | 0 |
Net cash from financing activities | 383 | 277 |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash | 67 | (56) |
Cash and cash equivalents at beginning of period | 18 | 102 |
Cash and cash equivalents at end of period | 85 | 46 |
Guarantor Subsidiaries [Member] | ||
Consolidating Statement of Cash Flows [Abstract] | ||
Cash Flow from Operating Activities | 258 | 212 |
Cash Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | (137) | (97) |
Proceeds from sale of assets | 0 | 3 |
Contributions (to)/from subsidiaries | 0 | 0 |
Intercompany | 0 | 0 |
Acquisition of business, net of cash acquired | (404) | (458) |
Other investing activities, net | 0 | 0 |
Net cash from investing activities | (541) | (552) |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 0 | 0 |
Repayments on long-term borrowings | (4) | (2) |
Proceeds from issuance of common stock | 0 | 0 |
Payment of tax receivable agreement | 0 | 0 |
Contribution from Parent | 404 | 458 |
Debt financing costs | 0 | 0 |
Changes in intercompany balances | (116) | (114) |
Net cash from financing activities | 284 | 342 |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash | 1 | 2 |
Cash and cash equivalents at beginning of period | 12 | 5 |
Cash and cash equivalents at end of period | 13 | 7 |
Non-Guarantor Subsidiaries [Member] | ||
Consolidating Statement of Cash Flows [Abstract] | ||
Cash Flow from Operating Activities | 13 | 97 |
Cash Flow from Investing Activities [Abstract] | ||
Additions to property, plant and equipment | (42) | (30) |
Proceeds from sale of assets | 3 | 0 |
Contributions (to)/from subsidiaries | 0 | 0 |
Intercompany | 0 | 0 |
Acquisition of business, net of cash acquired | (70) | 0 |
Other investing activities, net | 0 | 0 |
Net cash from investing activities | (109) | (30) |
Cash Flow from Financing Activities [Abstract] | ||
Proceeds from long-term debt | 0 | 0 |
Repayments on long-term borrowings | 0 | (1) |
Proceeds from issuance of common stock | 0 | 0 |
Payment of tax receivable agreement | 0 | 0 |
Contribution from Parent | 70 | 0 |
Debt financing costs | 0 | 0 |
Changes in intercompany balances | (58) | (40) |
Net cash from financing activities | 12 | (41) |
Effect of exchange rate changes on cash | 1 | (2) |
Net change in cash | (83) | 24 |
Cash and cash equivalents at beginning of period | 276 | 216 |
Cash and cash equivalents at end of period | $ 193 | $ 240 |