Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-39528 | |
Entity Registrant Name | PACTIV EVERGREEN INC. | |
Entity Central Index Key | 0001527508 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0927268 | |
Entity Address, Address Line One | 1900 W. Field Court | |
Entity Address, City or Town | Lake Forest | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60045 | |
City Area Code | 847 | |
Local Phone Number | 482-2000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 178,455,556 | |
Title of each class | Common stock, $0.001 par value | |
Trading Symbol(s) | PTVE | |
Name of each exchange on which registered | NASDAQ |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,379 | $ 1,609 | $ 4,236 | $ 4,744 |
Cost of sales | (1,098) | (1,377) | (3,756) | (3,972) |
Gross profit | 281 | 232 | 480 | 772 |
Selling, general and administrative expenses | (137) | (145) | (403) | (435) |
Restructuring, asset impairment and other related charges | (28) | (57) | (133) | (58) |
Other (expense) income, net | (3) | 239 | 1 | 279 |
Operating income (loss) from continuing operations | 113 | 269 | (55) | 558 |
Non-operating (expense) income, net | (2) | 44 | (6) | 52 |
Interest expense, net | (61) | (59) | (188) | (158) |
Income (loss) from continuing operations before tax | 50 | 254 | (249) | 452 |
Income tax (expense) benefit | (22) | (79) | 5 | (160) |
Income (loss) from continuing operations | 28 | 175 | (244) | 292 |
Income from discontinued operations, net of income taxes | 2 | 1 | 2 | 1 |
Net income (loss) | 30 | 176 | (242) | 293 |
Income attributable to non-controlling interests | (1) | (2) | (1) | |
Net income (loss) attributable to Pactiv Evergreen Inc. common shareholders | $ 29 | $ 176 | $ (244) | $ 292 |
From continuing operations | ||||
Basic | $ 0.15 | $ 0.98 | $ (1.39) | $ 1.63 |
Diluted | 0.15 | 0.98 | (1.39) | 1.63 |
From discontinued operations | ||||
Basic | 0.01 | 0.01 | 0.01 | 0.01 |
Diluted | 0.01 | 0.01 | ||
Total | ||||
Basic | 0.16 | 0.99 | (1.38) | 1.64 |
Diluted | $ 0.16 | $ 0.98 | $ (1.38) | $ 1.63 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 30 | $ 176 | $ (242) | $ 293 |
Other comprehensive (loss) income, net of income taxes: | ||||
Currency translation adjustments | (5) | (6) | 19 | (12) |
Defined benefit plans | (1) | 41 | (2) | (62) |
Interest rate derivatives | 4 | 12 | ||
Other comprehensive (loss) income | (2) | 35 | 29 | (74) |
Comprehensive income (loss) | 28 | 211 | (213) | 219 |
Comprehensive income attributable to non-controlling interests | (1) | (2) | (1) | |
Comprehensive income (loss) attributable to Pactiv Evergreen Inc. common shareholders | $ 27 | $ 211 | $ (215) | $ 218 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 233 | $ 531 |
Accounts receivable, net of allowances of $2 and $3 | 470 | 448 |
Related party receivables | 38 | 46 |
Inventories | 846 | 1,062 |
Other current assets | 109 | 126 |
Assets held for sale | 7 | 6 |
Total current assets | 1,703 | 2,219 |
Property, plant and equipment, net | 1,469 | 1,773 |
Operating lease right-of-use assets, net | 276 | 262 |
Goodwill | 1,815 | 1,815 |
Intangible assets, net | 1,019 | 1,064 |
Other noncurrent assets | 164 | 173 |
Total assets | 6,446 | 7,306 |
Liabilities | ||
Accounts payable | 329 | 388 |
Related party payables | 10 | 6 |
Current portion of long-term debt | 18 | 31 |
Current portion of operating lease liabilities | 63 | 65 |
Income taxes payable | 5 | 6 |
Accrued and other current liabilities | 447 | 415 |
Liabilities held for sale | 3 | |
Total current liabilities | 872 | 914 |
Long-term debt | 3,593 | 4,105 |
Long-term operating lease liabilities | 225 | 209 |
Deferred income taxes | 255 | 319 |
Long-term employee benefit obligations | 59 | 60 |
Other noncurrent liabilities | 138 | 146 |
Total liabilities | 5,142 | 5,753 |
Commitments and contingencies (Note 12) | ||
Equity | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 178,452,889 and 177,926,081 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Preferred stock, $0.001 par value; 200,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid in capital | 669 | 647 |
Accumulated other comprehensive loss | (73) | (102) |
Retained earnings | 704 | 1,003 |
Total equity attributable to Pactiv Evergreen Inc. common shareholders | 1,300 | 1,548 |
Non-controlling interests | 4 | 5 |
Total equity | 1,304 | 1,553 |
Total liabilities and equity | $ 6,446 | $ 7,306 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 2 | $ 3 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 178,452,889 | 177,926,081 |
Common stock, shares outstanding (in shares) | 178,452,889 | 177,926,081 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Non-controlling Interests |
Beginning balance at Dec. 31, 2021 | $ 1,288 | $ 625 | $ (99) | $ 758 | $ 4 | |
Beginning balance, Shares at Dec. 31, 2021 | 177,300,000 | |||||
Net (loss) income | 293 | 292 | 1 | |||
Other comprehensive income (loss), net of income taxes | (74) | (74) | ||||
Equity based compensation | 16 | 16 | ||||
Vesting of restricted stock units, net of tax withholdings | (2) | (2) | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 500,000 | |||||
Dividends declared - common shareholders | (54) | (54) | ||||
Ending balance at Sep. 30, 2022 | 1,467 | 639 | (173) | 996 | 5 | |
Ending balance, Shares at Sep. 30, 2022 | 177,800,000 | |||||
Beginning balance at Jun. 30, 2022 | 1,269 | 634 | (208) | 838 | 5 | |
Beginning balance, Shares at Jun. 30, 2022 | 177,700,000 | |||||
Net (loss) income | 176 | 176 | ||||
Other comprehensive income (loss), net of income taxes | 35 | 35 | ||||
Equity based compensation | 6 | 6 | ||||
Vesting of restricted stock units, net of tax withholdings | (1) | (1) | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 100,000 | |||||
Dividends declared - common shareholders | (18) | (18) | ||||
Ending balance at Sep. 30, 2022 | 1,467 | 639 | (173) | 996 | 5 | |
Ending balance, Shares at Sep. 30, 2022 | 177,800,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,553 | 647 | (102) | 1,003 | 5 | |
Beginning balance, Shares at Dec. 31, 2022 | 177,926,081 | 177,900,000 | ||||
Net (loss) income | $ (242) | (244) | 2 | |||
Other comprehensive income (loss), net of income taxes | 29 | 29 | ||||
Equity based compensation | 24 | 24 | ||||
Vesting of restricted stock units, net of tax withholdings | (2) | (2) | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 600,000 | |||||
Dividends declared - common shareholders | (55) | (55) | ||||
Dividends declared - non-controlling interests | (2) | (2) | ||||
Disposal of subsidiary | (1) | (1) | ||||
Ending balance at Sep. 30, 2023 | $ 1,304 | 669 | (73) | 704 | 4 | |
Ending balance, Shares at Sep. 30, 2023 | 178,452,889 | 178,500,000 | ||||
Beginning balance at Jun. 30, 2023 | $ 1,285 | 660 | (71) | 693 | 3 | |
Beginning balance, Shares at Jun. 30, 2023 | 178,400,000 | |||||
Net (loss) income | 30 | 29 | 1 | |||
Other comprehensive income (loss), net of income taxes | (2) | (2) | ||||
Equity based compensation | 9 | 9 | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 100,000 | |||||
Dividends declared - common shareholders | (18) | (18) | ||||
Ending balance at Sep. 30, 2023 | $ 1,304 | $ 669 | $ (73) | $ 704 | $ 4 | |
Ending balance, Shares at Sep. 30, 2023 | 178,452,889 | 178,500,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock, dividends | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net (loss) income | $ (242) | $ 293 |
Adjustments to reconcile net (loss) income to operating cash flows: | ||
Depreciation and amortization | 518 | 255 |
Deferred income taxes | (67) | 95 |
Unrealized losses on derivatives | 4 | |
Asset impairment and restructuring related non-cash charges (net of reversals) | 44 | 56 |
Loss (gain) on sale of businesses and noncurrent assets | 1 | (266) |
Non-cash portion of employee benefit obligations | 7 | (51) |
Non-cash portion of operating lease expense | 60 | 62 |
Equity based compensation | 24 | 16 |
Other non-cash items, net | 3 | 18 |
Change in assets and liabilities: | ||
Accounts receivable, net | (10) | (50) |
Inventories | 183 | (304) |
Accounts payable | (42) | 61 |
Operating lease payments | (60) | (61) |
Accrued and other current liabilities | 25 | 125 |
Other assets and liabilities | 9 | (12) |
Net cash provided by operating activities | 453 | 241 |
Investing Activities: | ||
Acquisition of property, plant and equipment | (178) | (169) |
Disposal of businesses and joint venture equity interests, net of cash disposed | 1 | 364 |
Other investing activities | 10 | 1 |
Net cash (used in) provided by investing activities | (167) | 196 |
Financing Activities: | ||
Long-term debt repayments | (523) | (17) |
Dividends paid to common shareholders | (54) | (54) |
Other financing activities | (10) | (8) |
Net cash used in financing activities | (587) | (79) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | (6) |
(Decrease) increase in cash, cash equivalents and restricted cash | (300) | 352 |
Cash, cash equivalents and restricted cash, including amounts classified as held for sale, as of beginning of the period | 557 | 238 |
Cash, cash equivalents and restricted cash as of end of the period | 257 | 590 |
Cash, cash equivalents and restricted cash are comprised of: | ||
Cash and cash equivalents | 233 | 559 |
Restricted cash classified as other noncurrent assets | 24 | 24 |
Cash and cash equivalents classified as assets held for sale | 7 | |
Cash, cash equivalents and restricted cash as of end of the period | 257 | 590 |
Cash paid | ||
Interest | 177 | 132 |
Income taxes paid, net | $ 51 | $ 64 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Right-of-use assets and lease liabilities recorded during period | $ 63 | $ 49 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 29 | $ 176 | $ (244) | $ 292 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1. Nature of Operation s and Basis of Presentation The accompanying condensed consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 7, 2023. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. All intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations, balance sheet and cash flows. Among other effects, such changes could result in future impairments of goodwill, intangibles and long-lived assets, and adjustments to reserves for employee benefits and income taxes. The estimated recoverable amounts associated with asset impairments represent Level 3 measurements in the fair value hierarchy, which include inputs that are not based on observable market data. Revision to Restricted Cash During the nine months ended September 30, 2023, we revised the presentation of restricted cash balances on our condensed consolidated statements of cash flows to include $ 24 million of noncurrent restricted cash in the beginning and ending balances for all periods presented. There was no impact to our operating, investing or financing cash flow activities, and there was no impact to our condensed consolidated balance sheets or our condensed consolidated statements of income (loss), comprehensive income (loss) or equity. The impact to all previously reported interim and annual periods was not material. Recent Accounting Pronouncements We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Dispositions | Note 2. Dispositions Beverage Merchandising Asia On January 4, 2022, we entered into a definitive agreement with SIG Schweizerische Industrie-Gesellschaft GmbH to sell our carton packaging and filling machinery businesses in China, Korea and Taiwan (“Beverage Merchandising Asia”) included in the Food and Beverage Merchandising segment. The transaction closed on August 2, 2022, and we received proceeds of $ 336 million. We recognized a gain on sale of $ 239 million during the three months ended September 30, 2022 which was reflected in other income, net. The operations of Beverage Merchandising Asia did not meet the criteria to be presented as discontinued operations. Income from operations before income taxes for Beverage Merchandising Asia for the three and nine months ended September 30, 2022 was $ 2 million and $ 13 million, respectively. Closures Businesses During the third quarter of 2022, we committed to a plan to sell our remaining closures businesses included in the Other operating segment. As a result, we classified the related assets and liabilities of these businesses as held for sale and recognized an impairment charge of $ 56 million during the prior year quarter within restructuring, asset impairment and other related charges to reduce the carrying value of the disposal group to its fair value less costs to sell. This impairment charge included $ 26 million of cumulative currency translation adjustment losses. We completed the sale of a substantial portion of these businesses on October 31, 2022, and the remaining operations on March 1, 2023, all for an immaterial amount. We recognized a partial reversal of the initial impairment charge of $ 1 million during the nine months ended September 30, 2023 which was reflected in restructuring, asset impairment and other related charges. The operations of the remaining closures businesses did not meet the criteria to be presented as discontinued operations. The remaining closures businesses’ income from operations before income taxes for the nine months ended September 30, 2023 and 2022 was immaterial. Naturepak Beverage On March 29, 2022, we completed the sale of our equity interests in Naturepak Beverage Packaging Co. Ltd. (“Naturepak Beverage”), our 50 % joint venture with Naturepak Limited, to affiliates of Elopak ASA. We received proceeds of $ 47 million and recognized a gain on the sale of our equity interests of $ 27 million during the nine months ended September 30, 2022 which was reflected in other income, net. Our interests in Naturepak Beverage did not meet the criteria to be presented as discontinued operations. The income from operations before income taxes from our equity interests in Naturepak Beverage for the nine months ended September 30, 2022 was immaterial. Other During the third quarter of 2023, we committed to a plan to sell certain properties within our Foodservice and Food and Beverage Merchandising segments. As a result, we classified the related assets as held for sale on the condensed consolidated balance sheet as of September 30, 2023. We expect to recognize an immaterial gain upon the sale of these properties. |
Restructuring, Asset Impairment
Restructuring, Asset Impairment and Other Related Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Asset Impairment and Other Related Charges | Note 3. Restructuring, Asset Impairment and Other Related Charges On March 6, 2023 , we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. The Beverage Merchandising Restructuring includes, among other things: • Closure of our Canton, North Carolina mill, including the cessation of mill operations, during the second quarter of 2023; • Closure of our Olmsted Falls, Ohio converting facility and concurrent reallocation of production to our remaining converting facilities during the second quarter of 2023; and • Reorganizing our operating and reporting structure to achieve increased efficiencies and related cost savings. The Beverage Merchandising Restructuring resulted in a workforce reduction of approximately 1,300 employees. We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process. As a result of the Beverage Merchandising Restructuring, we incurred charges during the three and nine months ended September 30, 2023, and we estimate we will incur further charges in future periods, as follows: For the Three Months Ended For the Nine Months Ended Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 4 $ 271 $ 280 Other non-cash charges (3) 1 44 45 - 50 Total non-cash charges 5 315 325 - 330 Cash: Severance, termination and related costs 3 42 45 Exit, disposal and other transition costs (4) 24 78 105 - 115 Total cash charges 27 120 150 - 160 Total Beverage Merchandising Restructuring charges $ 32 $ 435 $ 475 - 490 (1) We expect to incur these charges primarily during 2023. These estimates are provisional and include significant management judgments and assumptions that could change materially as we execute our plans. Actual results may differ from these estimates, and the execution of our plan could result in additional restructuring charges or impairments not reflected above. (2) Total cash charges exclude the benefit of any potential cash proceeds related to possible sales of any property, plant and equipment that may be disposed of as part of our ongoing restructuring activities. During the third quarter of 2023, we classified $ 4 million of properties as held for sale related to our Beverage Merchandising Restructuring and expect to recognize an immaterial gain on the sale of these properties. (3) Other non-cash charges include the write-down of certain spare parts classified as inventories on our condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets. (4) Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, systems conversion and other related costs. The Beverage Merchandising Restructuring charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of income (loss) as follows by segment: Food and Beverage Merchandising Other Total For the Three Months Ended September 30, 2023 Cost of sales $ 4 $ — $ 4 Selling, general and administrative expenses — — — Restructuring, asset impairment and other related charges 24 4 28 Total $ 28 $ 4 $ 32 For the Nine Months Ended September 30, 2023 Cost of sales $ 298 $ — $ 298 Selling, general and administrative expenses 4 — 4 Restructuring, asset impairment and other related charges 122 11 133 Total $ 424 $ 11 $ 435 For the Three Months Ended September 30, 2022 Restructuring, asset impairment and other related charges $ 1 $ 56 $ 57 Total $ 1 $ 56 $ 57 For the Nine Months Ended September 30, 2022 Restructuring, asset impairment and other related charges $ 2 $ 56 $ 58 Total $ 2 $ 56 $ 58 During the three months ended September 30, 2022, we recorded a non-cash impairment charge of $ 56 million related to our remaining closures businesses, which is reported within the Other operating segment. Accordingly, the carrying value of the remaining closures businesses was reduced to fair value, as described in Note 2, Acquisitions and Dispositions . The impairment arose as a result of our decision to sell the remaining closures businesses. During the three and nine months ended September 30, 2022 , we recorded employee termination costs and other restructuring charges of $ 1 million and $ 2 million, respectively, within the Food and Beverage Merchandising segment. The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the nine months ended September 30, 2023: December 31, 2022 Charges to Earnings Cash Paid September 30, 2023 Severance, termination and related costs $ — $ 42 $ ( 29 ) $ 13 Exit, disposal and other transition costs — 78 ( 48 ) 30 Total (1) $ — $ 120 $ ( 77 ) $ 43 (1) Included $ 41 million classified within accrued and other current liabilities and $ 2 million classified within other noncurrent liabilities as of September 30, 2023. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories The components of inventories consisted of the following: As of As of Raw materials $ 206 $ 260 Work in progress 87 101 Finished goods 455 596 Spare parts 98 105 Inventories $ 846 $ 1,062 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 5. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following: As of As of Land and land improvements $ 72 $ 72 Buildings and building improvements 676 661 Machinery and equipment 3,632 3,485 Construction in progress 156 189 Property, plant and equipment, at cost 4,536 4,407 Less: accumulated depreciation ( 3,067 ) ( 2,634 ) Property, plant and equipment, net $ 1,469 $ 1,773 Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of income (loss): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of sales $ 62 $ 63 $ 448 $ 191 Selling, general and administrative expenses 8 6 25 18 Total depreciation expense (1) $ 70 $ 69 $ 473 $ 209 (1) For the three and nine months ended September 30, 2023, total depreciation expense included $ 4 million and $ 271 million, respectively, of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets Goodwill by reportable segment was as follows: Foodservice Food and Beverage Total As of December 31, 2022 $ 993 $ 822 $ 1,815 Reclassified due to segment composition change ( 35 ) 35 — As of September 30, 2023 $ 958 $ 857 $ 1,815 In the second quarter of 2023, in conjunction with the Beverage Merchandising Restructuring, we implemented a new operating and reporting structure resulting in the combination of our legacy Food Merchandising and Beverage Merchandising segments, creating our Food and Beverage Merchandising segment. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. We also reorganized the management of certain product lines from our Foodservice segment to our Food and Beverage Merchandising segment. Refer to Note 18, Segment Information , for additional details. The change in the management of certain product lines resulted in a $ 35 million reclassification of goodwill between the segments based on the estimated relative fair value of the product lines compared to the estimated fair value of the Foodservice reporting unit. We have reflected these changes in our segments in the table above. Intangible assets, net consisted of the following: As of September 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,060 $ ( 682 ) $ 378 $ 1,060 $ ( 639 ) $ 421 Trademarks 42 ( 14 ) 28 42 ( 12 ) 30 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,109 $ ( 703 ) $ 406 $ 1,109 $ ( 658 ) $ 451 Indefinite-lived intangible assets Trademarks $ 554 $ — $ 554 $ 554 $ — $ 554 Other 59 — 59 59 — 59 Total indefinite-lived intangible assets $ 613 $ — $ 613 $ 613 $ — $ 613 Total intangible assets $ 1,722 $ ( 703 ) $ 1,019 $ 1,722 $ ( 658 ) $ 1,064 Amortization expense for intangible assets of $ 15 million, $ 45 million, $ 16 million and $ 46 million for the three and nine months ended September 30, 2023 and 2022, respectively, was recognized in selling, general and administrative expenses. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: As of As of Rebates and credits $ 117 $ 108 Personnel costs 122 160 Restructuring costs (1) 41 — Interest 40 17 Other (2) 127 130 Accrued and other current liabilities $ 447 $ 415 (1) Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other included items such as freight, utilities and property and other non-income related taxes. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Debt consisted of the following: As of As of September 30, December 31, 2023 2022 Credit Agreement $ 1,705 $ 2,227 Notes: 4.000 % Senior Secured Notes due 2027 1,000 1,000 4.375 % Senior Secured Notes due 2028 500 500 Pactiv Debentures: 7.950 % Debentures due 2025 217 217 8.375 % Debentures due 2027 167 167 Other 43 49 Total principal amount of borrowings 3,632 4,160 Deferred debt issuance costs (“DIC”) ( 13 ) ( 14 ) Original issue discounts, net of premiums (“OID”) ( 8 ) ( 10 ) 3,611 4,136 Less: current portion ( 18 ) ( 31 ) Long-term debt $ 3,593 $ 4,105 We were in compliance with all debt covenants during the nine months ended September 30, 2023 and the year ended December 31, 2022. Credit Agreement PTVE and certain of its U.S. subsidiaries are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). As of September 30, 2023, the Credit Agreement comprised the following term and revolving tranches: Maturity Date Value Drawn or Utilized Applicable Interest Rate Term Tranches U.S. term loans Tranche B-2 February 5, 2026 $ 710 SOFR (floor of 0.000 %) + 3.250 % U.S. term loans Tranche B-3 September 24, 2028 $ 995 SOFR (floor of 0.500 %) + 3.250 % Revolving Tranche (1) U.S. Revolving Loans August 5, 2025 $ 49 — (1) The Revolving Tranche represents a $ 250 million facility. The amount utilized is in the form of letters of credit. We repaid a total of $ 515 million of our U.S. term loans Tranche B-2 during the nine months ended September 30, 2023, of which $ 225 million was repaid during the third quarter of 2023. The repayments were first applied to the remaining U.S term loans Tranche B-2 quarterly amortization payments, thereby eliminating all remaining quarterly amortization payments for the U.S term loans Tranche B-2, with the residual balance applied to the outstanding principal balance due at maturity. On April 17, 2023, we amended the Credit Agreement, replacing the LIBOR-based reference rate with a Secured Overnight Financing Rate (“SOFR”) based reference rate, effective for interest payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the Credit Agreement remain unchanged, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements. On July 26, 2023, we further amended the Credit Agreement to extend the maturity date on our $ 250 million Revolving Tranche facility from August 5, 2024 to August 5, 2025 . There were no other material changes to the terms of the Credit Agreement as a result of this amendment. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the nine months ended September 30, 2023 and 2022 were 8.18 %, 8.24 %, 4 .47 % and 4.79 %, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rate on our U.S. term loans was 7.77 % for the nine months ended September 30, 2023. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 9, Financial Instruments , for additional details regarding the interest rate swap agreements. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes. Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25 % of the principal amount of our U.S. term loans Tranche B-3. Additionally, we are required to make annual prepayments of term loans with up to 50 % of excess cash flow (which will be reduced to 25 % or 0 % if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2022. The Credit Agreement contains customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the Credit Agreement. Notes As of September 30, 2023, our outstanding notes were as follows: Maturity Date Interest Payment Dates 4.000 % Senior Secured Notes due 2027 October 15, 2027 April 15 and October 15 4.375 % Senior Secured Notes due 2028 October 15, 2028 April 15 and October 15 The effective interest rates of our debt obligations under the Notes are not materially different from the contractual interest rates. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes (as defined below) to the extent permitted by law. The issuers and the guarantors have granted security over substantially all of their assets to support the obligations under the Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement. The respective indentures governing the 4.000 % Senior Secured Notes due 2027 (“4.000% Notes”) and the 4.375 % Senior Secured Notes due 2028 (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes. Under the respective indentures governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indentures. Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium. Pactiv Debentures As of September 30, 2023, our outstanding debentures (together, the “Pactiv Debentures”) were as follows: Maturity Date Interest Payment Dates 7.950 % Debentures due 2025 December 15, 2025 June 15 and December 15 8.375 % Debentures due 2027 April 15, 2027 April 15 and October 15 The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates. The Pactiv Debentures are not guaranteed and are unsecured. The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property. The 8.375 % Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption. Other borrowings Other borrowings represented finance lease obligations of $ 43 million and $ 49 million as of September 30, 2023 and December 31, 2022, respectively. Scheduled maturities Below is a schedule of required future repayments on our debt outstanding as of September 30, 2023: 2023 $ 5 2024 17 2025 233 2026 726 2027 1,183 Thereafter 1,468 Total principal amount of borrowings $ 3,632 Fair value of our long-term debt The fair value of our long-term debt as of September 30, 2023 and December 31, 2022 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of September 30, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Credit Agreement $ 1,696 $ 1,706 $ 2,217 $ 2,206 Notes: 4.000 % Senior Secured Notes due 2027 994 889 993 890 4.375 % Senior Secured Notes due 2028 496 435 496 447 Pactiv Debentures: 7.950 % Debentures due 2025 216 217 215 210 8.375 % Debentures due 2027 166 167 166 162 Other 43 43 49 49 Total $ 3,611 $ 3,457 $ 4,136 $ 3,964 Interest expense, net Interest expense, net consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Interest expense: Credit Agreement $ 41 $ 32 $ 127 $ 76 Notes 15 15 46 46 Pactiv Debentures 8 11 24 30 Interest income ( 3 ) ( 1 ) ( 10 ) ( 2 ) Amortization of DIC and OID 1 2 3 4 Realized derivative gains ( 3 ) — ( 6 ) — Net foreign currency exchange losses — — — 1 Other 2 — 4 3 Interest expense, net $ 61 $ 59 $ 188 $ 158 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Note 9. Financial Instruments We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets: As of September 30, 2023 As of December 31, 2022 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 5 ) $ — $ ( 5 ) Interest rate derivatives 15 — 8 ( 9 ) Total fair value $ 15 $ ( 5 ) $ 8 $ ( 14 ) Classification: Other current assets $ 12 $ — $ 7 $ — Other noncurrent assets 3 — 1 — Accrued and other current liabilities — ( 4 ) — ( 3 ) Other noncurrent liabilities — ( 1 ) — ( 11 ) Total fair value $ 15 $ ( 5 ) $ 8 $ ( 14 ) Our derivatives are comprised of commodity and interest rate swaps. All derivatives represent Level 2 financial assets and liabilities. Our derivatives are valued using an income approach based on the observable market index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices and interest rates. Our calculation of the fair value of these financial instruments takes into consideration the risk of non-performance, including counterparty credit risk. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with our derivatives by limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties. During the fourth quarter of 2022, we entered into derivative financial instruments with several large financial institutions which swapped the LIBO rate for a weighted average fixed rate of 4.120 % for an aggregate notional amount of $ 1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we amended our interest rate swap agreements to replace the interest rate benchmark from LIBOR to SOFR, effective for swap payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, including t he weighted average fixed rate of 4.120 %, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements. During the three months ended September 30, 2023, we recognized an unrealized gain of $ 1 million in cost of sales, for our commodity swap contracts. There was no unrealized gain or loss during the nine months ended September 30, 2023 for our commodity swap contracts. During the three and nine months ended September 30, 2022, we recognized unrealized losses of $ 10 million and $ 4 million, respectively, in cost of sales, for our commodity swap contracts. During the three and nine months ended September 30, 2023, we recognized realized gains of $ 3 million and $ 6 million, respectively, within interest expense, net and unrealized gains of $ 8 million and $ 22 million, respectively, within other comprehensive income (loss) for our interest rate derivatives. At September 30, 2023, we expected to reclassify $ 9 million of gains, net of tax, from accumulated other comprehensive loss ( “ AOCL”) to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions. The following table provides the detail of outstanding commodity derivative contracts as of September 30, 2023: Type Unit of Measure Contracted Contracted Contracted Date of Maturity Natural gas swaps Million BTU 3,511,030 $ 3.94 - $ 5.37 Nov 2023 - Dec 2025 |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Note 10. Employee Benefits Net periodic benefit (expense) income for our defined benefit pension plans and other post-employment benefit plans consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Service cost $ — $ — $ ( 1 ) $ ( 1 ) Interest cost ( 13 ) ( 17 ) ( 38 ) ( 54 ) Expected return on plan assets 10 14 30 49 Amortization of actuarial gains 1 — 2 — Ongoing net periodic benefit cost ( 2 ) ( 3 ) ( 7 ) ( 6 ) Income due to settlements (1) — 47 — 57 Total net periodic benefit (expense) income $ ( 2 ) $ 44 $ ( 7 ) $ 51 (1) Refer to the Pension Partial Settlement Transactions section below for additional details. Net periodic benefit (expense) income for defined benefit pension plans and other post-employment benefit plans was recognized as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of sales $ — $ — $ ( 1 ) $ ( 1 ) Non-operating (expense) income, net ( 2 ) 44 ( 6 ) 52 Total net periodic benefit (expense) income $ ( 2 ) $ 44 $ ( 7 ) $ 51 Contributions to the Pension Plan for Pactiv Evergreen (“PPPE”) during the year ending December 31, 2023 are expected to be less than $ 1 million. Pension Partial Settlement Transactions On September 20, 2022 and February 24, 2022, using PPPE assets, we purchased non-participating group annuity contracts from insurance companies and transferred $ 656 million and $ 1,257 million, respectively, of the PPPE’s projected benefit obligations. In each instance, the respective insurance companies have assumed responsibility for pension benefits and annuity administration. These transactions resulted in the recognition of non-cash, pre-tax settlement gains. |
Other (Expense) Income, Net
Other (Expense) Income, Net | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, Net | Note 11. Other (Expense) Income, Net Other (expense) income, net consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Gain (loss) on sale of businesses and noncurrent assets $ — $ 239 $ ( 1 ) $ 266 Gain on legal settlement (1) — — — 15 Other ( 3 ) — 2 ( 2 ) Other (expense) income, net $ ( 3 ) $ 239 $ 1 $ 279 (1) Reflects a gain, net of costs, arising from the settlement of a historical legal action. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We are also involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our balance sheet, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, results of operations or cash flows in a future period. Except for amounts provided, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote. Indemnities As part of the agreements for the sale of various businesses, we have provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. Any claims pursuant to these warranties and indemnities, if successful, could have a material effect on our balance sheet, results of operations or cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 13. Accumulated Other Comprehensive Loss The following table summarizes the changes in our balances of each component of AOCL: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Currency translation adjustments: Balance as of beginning of period $ ( 165 ) $ ( 213 ) $ ( 189 ) $ ( 207 ) Currency translation adjustments ( 5 ) ( 6 ) 19 ( 12 ) Other comprehensive (loss) income ( 5 ) ( 6 ) 19 ( 12 ) Balance as of end of period $ ( 170 ) $ ( 219 ) $ ( 170 ) $ ( 219 ) Defined benefit plans: Balance as of beginning of period $ 87 $ 5 $ 88 $ 108 Net actuarial gain (loss) arising during year (1) — 101 — ( 25 ) Deferred tax (expense) benefit on net actuarial gain (loss) — ( 25 ) — 6 Loss (gain) reclassified from AOCL: Reclassification upon sale of businesses (2) — 1 — 1 Amortization of experience gains ( 1 ) — ( 2 ) — Defined benefit plan settlement gain — ( 47 ) — ( 57 ) Deferred tax expense on reclassification — 11 — 13 Other comprehensive (loss) income ( 1 ) 41 ( 2 ) ( 62 ) Balance as of end of period $ 86 $ 46 $ 86 $ 46 Interest rate derivatives: Balance as of beginning of period $ 7 $ — $ ( 1 ) $ — Net derivative gain 8 — 22 — Deferred tax expense on net derivative gain ( 2 ) — ( 6 ) — Gain reclassified from AOCL ( 3 ) — ( 6 ) — Deferred tax expense on reclassification 1 — 2 — Other comprehensive income 4 — 12 — Balance as of end of period $ 11 $ — $ 11 $ — AOCL Balance as of beginning of period $ ( 71 ) $ ( 208 ) $ ( 102 ) $ ( 99 ) Other comprehensive (loss) income ( 2 ) 35 29 ( 74 ) Balance as of end of period $ ( 73 ) $ ( 173 ) $ ( 73 ) $ ( 173 ) (1) Net actuarial gain (loss) relates to the interim remeasurements of the PPPE due to the pension partial settlement transactions completed in September 2022 and February 2022. Net actuarial gain arising during the three months ended September 30, 2022 was primarily due to an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates, partially offset by asset returns. Net actuarial loss arising during the nine months ended September 30, 2022 was primarily due to asset returns, partially offset by an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates. Refer to Note 10, Employee Benefits , for additional details. (2) Reclassifications upon sale of businesses are recorded in other (expense) income, net. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The effective tax rates for the three and nine months ended September 30, 2023 and 2022 represent our estimate of the annual effective tax rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur. During the three months ended September 30, 2023, we recognized a tax expense of $ 22 million on income from continuing operations before tax of $ 50 million. During the nine months ended September 30, 2023, we recognized a tax benefit of $ 5 million on a loss from continuing operations before tax of $ 249 million. The effective tax rate for the aforementioned periods was driven primarily by the inability to recognize a tax benefit on all interest expense. During the three months ended September 30, 2022, we recognized a tax expense of $ 79 million on income from continuing operations before tax of $ 254 million. During the nine months ended September 30, 2022, we recognized a tax expense of $ 160 million on income from continuing operations before tax of $ 452 million. The effective tax rate for the aforementioned periods was primarily driven by the inability to recognize a tax benefit on all interest expense and the tax impacts from the sales of our businesses. We are under audit by the Internal Revenue Service (“IRS”) and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of September 30, 2023, we have not received any proposed adjustments from taxing authorities that would be material. Although the ultimate timing is uncertain, it is reasonably possible that a reduction of up to $ 9 million of unrecognized tax benefits could occur within the next twelve months due to changes in audit status, settlements of tax assessments and other events. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions As of September 30, 2023 , approximately 77 % of our shares were owned by PFL. Transactions with our related parties are detailed below. All of our related parties are commonly controlled by Mr. Graeme Hart, our controlling shareholder, except for our joint ventures. Income (expense) for the Income (expense) for the Three Months Ended Nine Months Ended Balance Outstanding as of 2023 2022 2023 2022 September 30, December 31, Joint ventures Included in other current assets $ 2 $ 3 Sale of goods and services (1) $ 1 $ 2 $ 5 $ 12 Other common controlled entities Related party receivables (2) 38 46 Sale of goods and services (2) 92 107 291 313 Transition services agreements and rental income (2) 3 — 4 1 Charges (3) 1 1 5 4 Related party payables (2) ( 10 ) ( 6 ) Purchase of goods (2) ( 21 ) ( 29 ) ( 58 ) ( 77 ) Charges (3) ( 3 ) ( 3 ) ( 10 ) ( 9 ) (1) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated based on market rates. All amounts are unsecured, non-interest bearing and settled on normal trade terms. (2) We sell and purchase various goods and services with Reynolds Consumer Products Inc. (“RCPI”) under contractual arrangements that expire over a variety of periods through December 31, 2027. During the first quarter of 2023, we amended these contractual arrangements with RCPI, which, among other things, extended the expiration date for certain arrangements and included price adjustments for certain goods we sold to and purchased from RCPI in the current and prior periods. The price adjustments resulted in $ 22 million of incremental net revenues and $ 9 million of incremental costs of goods sold recognized during the nine months ended September 30, 2023. We also lease a portion of two facilities to RCPI and are party to an information technology services agreement with RCPI. We do not trade with Graham Packaging Company Inc. (“GPCI”) on an ongoing basis. We also are party to a transition services agreement with GPCI. (3) These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms. |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Compensation | Note 16. Equity Based Compensation We established the Pactiv Evergreen Inc. Equity Incentive Plan for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors. Equity based compensation costs were $ 9 million, $ 24 million, $ 6 million and $ 16 million for the three and nine months ended September 30, 2023 and 2022, respectively, substantially all of which was recognized in selling, general and administrative expenses. Restricted Stock Units During the nine months ended September 30, 2023 , we granted restricted stock units (“RSUs”) to certain members of management and certain members of our Board of Directors. These RSUs require future service to be provided and vest in annual installments over a period ranging from one to three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during 2023 : (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 1,983 $ 11.89 Granted (1) 1,744 9.64 Forfeited ( 233 ) 12.08 Vested ( 653 ) 12.89 Non-vested, at September 30 2,841 $ 10.26 (1) Includes 86 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares. Unrecognized compensation cost related to unvested RSUs as of September 30, 2023 was $ 11 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the nine months ended September 30, 2023 was $ 6 million. Performance Share Units During the nine months ended September 30, 2023 , we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee of our Board of Directors, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0 % and 200 %. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during 2023 : (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 1,155 $ 9.29 Granted (1) 1,729 9.37 Forfeited ( 91 ) 9.54 Non-vested, at September 30 2,793 $ 9.33 (1) Includes 168 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares. Unrecognized compensation cost related to unvested PSUs as of September 30, 2023 was $ 21 million, which is expected to be recognized over a weighted average period of 2.2 years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 17. Earnings Per Share Earnings (loss) per share, including a reconciliation of the number of shares used for our earnings (loss) per share calculation, was as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator Net earnings (loss) attributable to common shareholders - continuing operations $ 27 $ 175 $ ( 246 ) $ 291 Less: dividend-equivalents declared for equity based awards — — ( 2 ) ( 1 ) Net earnings (loss) available to common shareholders - continuing operations 27 175 ( 248 ) 290 Net earnings attributable to common shareholders - discontinued operations 2 1 2 1 Total net earnings (loss) available to common shareholders $ 29 $ 176 $ ( 246 ) $ 291 Denominator Weighted average number of shares outstanding - basic 178.7 177.9 178.5 177.7 Effect of dilutive securities 1.0 0.8 — 0.6 Weighted average number of shares outstanding - diluted 179.7 178.7 178.5 178.3 Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders From continuing operations Basic $ 0.15 $ 0.98 $ ( 1.39 ) $ 1.63 Diluted $ 0.15 $ 0.98 $ ( 1.39 ) $ 1.63 From discontinued operations Basic $ 0.01 $ 0.01 $ 0.01 $ 0.01 Diluted $ 0.01 $ — $ 0.01 $ — Total Basic $ 0.16 $ 0.99 $ ( 1.38 ) $ 1.64 Diluted $ 0.16 $ 0.98 $ ( 1.38 ) $ 1.63 There were no anti-dilutive potential common shares excluded from the calculation above for the three months ended September 30, 2023. The weighted average number of anti-dilutive potential common shares excluded from the calculation above was 0.8 million for the nine months ended September 30, 2023 and 0.2 million shares and 0.7 million shares for the three and nine months ended September 30, 2022, respectively. On October 31, 2023 , our Board of Directors declared a dividend of $ 0.10 per share to be paid on December 15, 2023 to shareholders of record as of November 30, 2023 . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 18. Segment Information In the second quarter of 2023, in conjunction with the Beverage Merchandising Restructuring, we implemented a new operating and reporting structure resulting in the combination of our legacy Food Merchandising and Beverage Merchandising segments, creating our Food and Beverage Merchandising segment. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. We also reorganized the management of certain product lines from our Foodservice segment to our Food and Beverage Merchandising segment. As of the end of the second quarter of 2023, we analyzed the results of our business through our Foodservice and Food and Beverage Merchandising segments. All prior periods have been recast to reflect the current reportable segment structure and the change in the management of certain product lines. These reportable segments reflect our operating structure and the manner in which our Chief Operating Decision Maker (“CODM”), who is our President and Chief Executive Officer, assesses information for decision-making purposes. The key factors used to identify these reportable segments are the organization of our internal operations and the nature of our products. This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions. Our reportable segments are described as follows: Foodservice - Manufactures a broad range of products that enable consumers to eat and drink where they want and when they want with convenience. Foodservice manufactures food containers, drinkware (hot and cold cups and lids), tableware, serviceware and other products which make eating on-the-go more enjoyable and easy to do. Food and Beverage Merchandising - Manufactures products that protect and attractively display food and beverages while preserving freshness. Food and Beverage Merchandising products include cartons for fresh refrigerated beverage products, primarily serving dairy (including plant-based, organic and specialties), juice and other specialty beverage end-markets, clear rigid-display containers, containers for prepared and ready-to-eat food, trays for meat and poultry and egg cartons. It also produces fiber-based liquid packaging board for its internal requirements and to sell to other fresh beverage carton manufacturers. Prior to June 2023, it also produced a range of paper-based products which it sold to paper and packaging converters. Other/Unallocated - In addition to our reportable segments, we had other operating segments that did not meet the threshold for presentation as a reportable segment. These operating segments comprised the remaining components of our former closures business, which generated revenue from the sale of caps and closures, and are presented as “Other.” As of March 31, 2023, we had disposed of all of the remaining components of our former closures business. Unallocated includes corporate costs, primarily relating to general and administrative functions such as finance, tax and legal and the effects of the PPPE. Information by Segment We present reportable segment Adjusted EBITDA as this is the financial measure by which management and our CODM allocate resources and analyze the performance of our reportable segments. A segment’s Adjusted EBITDA represents its earnings before interest, tax, depreciation and amortization and is further adjusted to exclude certain items, including but not limited to restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, operational process engineering-related consultancy costs, business acquisition and integration costs and purchase accounting adjustments, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements. Foodservice Food and Beverage Reportable For the Three Months Ended September 30, 2023 Net revenues $ 675 $ 704 $ 1,379 Intersegment revenues — 8 8 Total reportable segment net revenues 675 712 1,387 Adjusted EBITDA 117 130 247 For the Three Months Ended September 30, 2022 Net revenues $ 713 $ 870 $ 1,583 Intersegment revenues — 50 50 Total reportable segment net revenues 713 920 1,633 Adjusted EBITDA 107 102 209 For the Nine Months Ended September 30, 2023 Net revenues $ 1,945 $ 2,289 $ 4,234 Intersegment revenues — 78 78 Total reportable segment net revenues 1,945 2,367 4,312 Adjusted EBITDA 351 340 691 For the Nine Months Ended September 30, 2022 Net revenues $ 2,115 $ 2,554 $ 4,669 Intersegment revenues — 123 123 Total reportable segment net revenues 2,115 2,677 4,792 Adjusted EBITDA 378 303 681 Reportable segment assets consisted of the following: Foodservice Food and Beverage Reportable As of September 30, 2023 $ 1,279 $ 1,485 $ 2,764 As of December 31, 2022 1,385 1,884 3,269 The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) from continuing operations before income taxes: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Reportable segment Adjusted EBITDA $ 247 $ 209 $ 691 $ 681 Other — 1 — 3 Unallocated ( 20 ) ( 23 ) ( 58 ) ( 66 ) 227 187 633 618 Adjustments to reconcile to income (loss) Interest expense, net ( 61 ) ( 59 ) ( 188 ) ( 158 ) Depreciation and amortization (excluding restructuring-related charges) ( 81 ) ( 85 ) ( 247 ) ( 255 ) Beverage Merchandising Restructuring charges ( 32 ) — ( 435 ) — Other restructuring and asset impairment charges (reversals) — ( 57 ) — ( 58 ) Gain (loss) on sale of businesses and noncurrent assets — 239 ( 1 ) 266 Non-cash pension (expense) income ( 2 ) 44 ( 6 ) 52 Operational process engineering-related consultancy costs — ( 3 ) — ( 7 ) Business integration costs — — — ( 6 ) Unrealized gains (losses) on commodity derivatives 1 ( 10 ) — ( 4 ) Foreign exchange losses on cash ( 2 ) — ( 4 ) ( 2 ) Executive transition charges — — — ( 2 ) (Losses) gains on legal settlements — — ( 1 ) 15 Costs associated with legacy facility — — — ( 6 ) Other — ( 2 ) — ( 1 ) Income (loss) from continuing operations before tax $ 50 $ 254 $ ( 249 ) $ 452 Information in Relation to Products Net revenues by product line are as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Foodservice Drinkware $ 324 $ 322 $ 892 $ 934 Containers 233 256 700 798 Tableware 72 76 215 214 Serviceware and other 46 59 138 169 Food and Beverage Merchandising Cartons for fresh beverage products 177 197 554 644 Bakery/snack/produce/fruit containers 123 148 389 435 Meat trays 108 103 323 278 Liquid packaging board 68 152 317 388 Tableware 103 112 309 325 Prepared food trays 38 42 110 124 Egg cartons 33 30 103 87 Paper products — 73 74 213 Other 62 63 188 183 Reportable segment net revenues 1,387 1,633 4,312 4,792 Other / Unallocated Other — 26 2 75 Intersegment eliminations ( 8 ) ( 50 ) ( 78 ) ( 123 ) Net revenues $ 1,379 $ 1,609 $ 4,236 $ 4,744 For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revision to Restricted Cash | Revision to Restricted Cash During the nine months ended September 30, 2023, we revised the presentation of restricted cash balances on our condensed consolidated statements of cash flows to include $ 24 million of noncurrent restricted cash in the beginning and ending balances for all periods presented. There was no impact to our operating, investing or financing cash flow activities, and there was no impact to our condensed consolidated balance sheets or our condensed consolidated statements of income (loss), comprehensive income (loss) or equity. The impact to all previously reported interim and annual periods was not material. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairment and Other Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Incurred and Further Charges in Future Periods Due to Restructuring Plan | As a result of the Beverage Merchandising Restructuring, we incurred charges during the three and nine months ended September 30, 2023, and we estimate we will incur further charges in future periods, as follows: For the Three Months Ended For the Nine Months Ended Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 4 $ 271 $ 280 Other non-cash charges (3) 1 44 45 - 50 Total non-cash charges 5 315 325 - 330 Cash: Severance, termination and related costs 3 42 45 Exit, disposal and other transition costs (4) 24 78 105 - 115 Total cash charges 27 120 150 - 160 Total Beverage Merchandising Restructuring charges $ 32 $ 435 $ 475 - 490 (1) We expect to incur these charges primarily during 2023. These estimates are provisional and include significant management judgments and assumptions that could change materially as we execute our plans. Actual results may differ from these estimates, and the execution of our plan could result in additional restructuring charges or impairments not reflected above. (2) Total cash charges exclude the benefit of any potential cash proceeds related to possible sales of any property, plant and equipment that may be disposed of as part of our ongoing restructuring activities. During the third quarter of 2023, we classified $ 4 million of properties as held for sale related to our Beverage Merchandising Restructuring and expect to recognize an immaterial gain on the sale of these properties. (3) Other non-cash charges include the write-down of certain spare parts classified as inventories on our condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets. (4) Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, systems conversion and other related costs. |
Summary of Restructuring, Asset Impairment and Other Related Charges | The Beverage Merchandising Restructuring charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of income (loss) as follows by segment: Food and Beverage Merchandising Other Total For the Three Months Ended September 30, 2023 Cost of sales $ 4 $ — $ 4 Selling, general and administrative expenses — — — Restructuring, asset impairment and other related charges 24 4 28 Total $ 28 $ 4 $ 32 For the Nine Months Ended September 30, 2023 Cost of sales $ 298 $ — $ 298 Selling, general and administrative expenses 4 — 4 Restructuring, asset impairment and other related charges 122 11 133 Total $ 424 $ 11 $ 435 For the Three Months Ended September 30, 2022 Restructuring, asset impairment and other related charges $ 1 $ 56 $ 57 Total $ 1 $ 56 $ 57 For the Nine Months Ended September 30, 2022 Restructuring, asset impairment and other related charges $ 2 $ 56 $ 58 Total $ 2 $ 56 $ 58 The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the nine months ended September 30, 2023: December 31, 2022 Charges to Earnings Cash Paid September 30, 2023 Severance, termination and related costs $ — $ 42 $ ( 29 ) $ 13 Exit, disposal and other transition costs — 78 ( 48 ) 30 Total (1) $ — $ 120 $ ( 77 ) $ 43 (1) Included $ 41 million classified within accrued and other current liabilities and $ 2 million classified within other noncurrent liabilities as of September 30, 2023. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventory | The components of inventories consisted of the following: As of As of Raw materials $ 206 $ 260 Work in progress 87 101 Finished goods 455 596 Spare parts 98 105 Inventories $ 846 $ 1,062 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment, Net and Depreciation Expense | Property, plant and equipment, net consisted of the following: As of As of Land and land improvements $ 72 $ 72 Buildings and building improvements 676 661 Machinery and equipment 3,632 3,485 Construction in progress 156 189 Property, plant and equipment, at cost 4,536 4,407 Less: accumulated depreciation ( 3,067 ) ( 2,634 ) Property, plant and equipment, net $ 1,469 $ 1,773 Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of income (loss): For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of sales $ 62 $ 63 $ 448 $ 191 Selling, general and administrative expenses 8 6 25 18 Total depreciation expense (1) $ 70 $ 69 $ 473 $ 209 (1) For the three and nine months ended September 30, 2023, total depreciation expense included $ 4 million and $ 271 million, respectively, of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Reportable Segment | Goodwill by reportable segment was as follows: Foodservice Food and Beverage Total As of December 31, 2022 $ 993 $ 822 $ 1,815 Reclassified due to segment composition change ( 35 ) 35 — As of September 30, 2023 $ 958 $ 857 $ 1,815 |
Summary of Indefinite-Lived Intangible Assets | Intangible assets, net consisted of the following: As of September 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,060 $ ( 682 ) $ 378 $ 1,060 $ ( 639 ) $ 421 Trademarks 42 ( 14 ) 28 42 ( 12 ) 30 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,109 $ ( 703 ) $ 406 $ 1,109 $ ( 658 ) $ 451 Indefinite-lived intangible assets Trademarks $ 554 $ — $ 554 $ 554 $ — $ 554 Other 59 — 59 59 — 59 Total indefinite-lived intangible assets $ 613 $ — $ 613 $ 613 $ — $ 613 Total intangible assets $ 1,722 $ ( 703 ) $ 1,019 $ 1,722 $ ( 658 ) $ 1,064 Amortization expense for intangible assets of $ 15 million, $ 45 million, $ 16 million and $ 46 million for the three and nine months ended September 30, 2023 and 2022, respectively, was recognized in selling, general and administrative expenses. |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: As of As of Rebates and credits $ 117 $ 108 Personnel costs 122 160 Restructuring costs (1) 41 — Interest 40 17 Other (2) 127 130 Accrued and other current liabilities $ 447 $ 415 (1) Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other included items such as freight, utilities and property and other non-income related taxes. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: As of As of September 30, December 31, 2023 2022 Credit Agreement $ 1,705 $ 2,227 Notes: 4.000 % Senior Secured Notes due 2027 1,000 1,000 4.375 % Senior Secured Notes due 2028 500 500 Pactiv Debentures: 7.950 % Debentures due 2025 217 217 8.375 % Debentures due 2027 167 167 Other 43 49 Total principal amount of borrowings 3,632 4,160 Deferred debt issuance costs (“DIC”) ( 13 ) ( 14 ) Original issue discounts, net of premiums (“OID”) ( 8 ) ( 10 ) 3,611 4,136 Less: current portion ( 18 ) ( 31 ) Long-term debt $ 3,593 $ 4,105 |
Summary of Components of the Credit Agreement | the Credit Agreement comprised the following term and revolving tranches: Maturity Date Value Drawn or Utilized Applicable Interest Rate Term Tranches U.S. term loans Tranche B-2 February 5, 2026 $ 710 SOFR (floor of 0.000 %) + 3.250 % U.S. term loans Tranche B-3 September 24, 2028 $ 995 SOFR (floor of 0.500 %) + 3.250 % Revolving Tranche (1) U.S. Revolving Loans August 5, 2025 $ 49 — (1) The Revolving Tranche represents a $ 250 million facility. The amount utilized is in the form of letters of credit. |
Schedule of Outstanding Notes | As of September 30, 2023, our outstanding notes were as follows: Maturity Date Interest Payment Dates 4.000 % Senior Secured Notes due 2027 October 15, 2027 April 15 and October 15 4.375 % Senior Secured Notes due 2028 October 15, 2028 April 15 and October 15 As of September 30, 2023, our outstanding debentures (together, the “Pactiv Debentures”) were as follows: Maturity Date Interest Payment Dates 7.950 % Debentures due 2025 December 15, 2025 June 15 and December 15 8.375 % Debentures due 2027 April 15, 2027 April 15 and October 15 |
Schedule of Required Future Repayments of Outstanding Debt | Below is a schedule of required future repayments on our debt outstanding as of September 30, 2023: 2023 $ 5 2024 17 2025 233 2026 726 2027 1,183 Thereafter 1,468 Total principal amount of borrowings $ 3,632 |
Schedule of Carrying Values and Fair Values of Debt Outstanding | Below is a schedule of carrying values and fair values of our debt outstanding: As of September 30, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Credit Agreement $ 1,696 $ 1,706 $ 2,217 $ 2,206 Notes: 4.000 % Senior Secured Notes due 2027 994 889 993 890 4.375 % Senior Secured Notes due 2028 496 435 496 447 Pactiv Debentures: 7.950 % Debentures due 2025 216 217 215 210 8.375 % Debentures due 2027 166 167 166 162 Other 43 43 49 49 Total $ 3,611 $ 3,457 $ 4,136 $ 3,964 |
Interest Expense, Net | Interest expense, net consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Interest expense: Credit Agreement $ 41 $ 32 $ 127 $ 76 Notes 15 15 46 46 Pactiv Debentures 8 11 24 30 Interest income ( 3 ) ( 1 ) ( 10 ) ( 2 ) Amortization of DIC and OID 1 2 3 4 Realized derivative gains ( 3 ) — ( 6 ) — Net foreign currency exchange losses — — — 1 Other 2 — 4 3 Interest expense, net $ 61 $ 59 $ 188 $ 158 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets: As of September 30, 2023 As of December 31, 2022 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 5 ) $ — $ ( 5 ) Interest rate derivatives 15 — 8 ( 9 ) Total fair value $ 15 $ ( 5 ) $ 8 $ ( 14 ) Classification: Other current assets $ 12 $ — $ 7 $ — Other noncurrent assets 3 — 1 — Accrued and other current liabilities — ( 4 ) — ( 3 ) Other noncurrent liabilities — ( 1 ) — ( 11 ) Total fair value $ 15 $ ( 5 ) $ 8 $ ( 14 ) |
Summary of Outstanding Commodity Derivative Contracts | The following table provides the detail of outstanding commodity derivative contracts as of September 30, 2023: Type Unit of Measure Contracted Contracted Contracted Date of Maturity Natural gas swaps Million BTU 3,511,030 $ 3.94 - $ 5.37 Nov 2023 - Dec 2025 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Net Periodic Benefit (Expense) Income for Defined Benefit Pension Plans and Other Post-employment Benefit Plans | Net periodic benefit (expense) income for our defined benefit pension plans and other post-employment benefit plans consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Service cost $ — $ — $ ( 1 ) $ ( 1 ) Interest cost ( 13 ) ( 17 ) ( 38 ) ( 54 ) Expected return on plan assets 10 14 30 49 Amortization of actuarial gains 1 — 2 — Ongoing net periodic benefit cost ( 2 ) ( 3 ) ( 7 ) ( 6 ) Income due to settlements (1) — 47 — 57 Total net periodic benefit (expense) income $ ( 2 ) $ 44 $ ( 7 ) $ 51 (1) Refer to the Pension Partial Settlement Transactions section below for additional details. Net periodic benefit (expense) income for defined benefit pension plans and other post-employment benefit plans was recognized as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Cost of sales $ — $ — $ ( 1 ) $ ( 1 ) Non-operating (expense) income, net ( 2 ) 44 ( 6 ) 52 Total net periodic benefit (expense) income $ ( 2 ) $ 44 $ ( 7 ) $ 51 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Expense) Income, Net | Other (expense) income, net consisted of the following: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Gain (loss) on sale of businesses and noncurrent assets $ — $ 239 $ ( 1 ) $ 266 Gain on legal settlement (1) — — — 15 Other ( 3 ) — 2 ( 2 ) Other (expense) income, net $ ( 3 ) $ 239 $ 1 $ 279 (1) Reflects a gain, net of costs, arising from the settlement of a historical legal action. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the changes in our balances of each component of AOCL: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Currency translation adjustments: Balance as of beginning of period $ ( 165 ) $ ( 213 ) $ ( 189 ) $ ( 207 ) Currency translation adjustments ( 5 ) ( 6 ) 19 ( 12 ) Other comprehensive (loss) income ( 5 ) ( 6 ) 19 ( 12 ) Balance as of end of period $ ( 170 ) $ ( 219 ) $ ( 170 ) $ ( 219 ) Defined benefit plans: Balance as of beginning of period $ 87 $ 5 $ 88 $ 108 Net actuarial gain (loss) arising during year (1) — 101 — ( 25 ) Deferred tax (expense) benefit on net actuarial gain (loss) — ( 25 ) — 6 Loss (gain) reclassified from AOCL: Reclassification upon sale of businesses (2) — 1 — 1 Amortization of experience gains ( 1 ) — ( 2 ) — Defined benefit plan settlement gain — ( 47 ) — ( 57 ) Deferred tax expense on reclassification — 11 — 13 Other comprehensive (loss) income ( 1 ) 41 ( 2 ) ( 62 ) Balance as of end of period $ 86 $ 46 $ 86 $ 46 Interest rate derivatives: Balance as of beginning of period $ 7 $ — $ ( 1 ) $ — Net derivative gain 8 — 22 — Deferred tax expense on net derivative gain ( 2 ) — ( 6 ) — Gain reclassified from AOCL ( 3 ) — ( 6 ) — Deferred tax expense on reclassification 1 — 2 — Other comprehensive income 4 — 12 — Balance as of end of period $ 11 $ — $ 11 $ — AOCL Balance as of beginning of period $ ( 71 ) $ ( 208 ) $ ( 102 ) $ ( 99 ) Other comprehensive (loss) income ( 2 ) 35 29 ( 74 ) Balance as of end of period $ ( 73 ) $ ( 173 ) $ ( 73 ) $ ( 173 ) (1) Net actuarial gain (loss) relates to the interim remeasurements of the PPPE due to the pension partial settlement transactions completed in September 2022 and February 2022. Net actuarial gain arising during the three months ended September 30, 2022 was primarily due to an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates, partially offset by asset returns. Net actuarial loss arising during the nine months ended September 30, 2022 was primarily due to asset returns, partially offset by an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates. Refer to Note 10, Employee Benefits , for additional details. (2) Reclassifications upon sale of businesses are recorded in other (expense) income, net. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Income (expense) for the Income (expense) for the Three Months Ended Nine Months Ended Balance Outstanding as of 2023 2022 2023 2022 September 30, December 31, Joint ventures Included in other current assets $ 2 $ 3 Sale of goods and services (1) $ 1 $ 2 $ 5 $ 12 Other common controlled entities Related party receivables (2) 38 46 Sale of goods and services (2) 92 107 291 313 Transition services agreements and rental income (2) 3 — 4 1 Charges (3) 1 1 5 4 Related party payables (2) ( 10 ) ( 6 ) Purchase of goods (2) ( 21 ) ( 29 ) ( 58 ) ( 77 ) Charges (3) ( 3 ) ( 3 ) ( 10 ) ( 9 ) (1) All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated based on market rates. All amounts are unsecured, non-interest bearing and settled on normal trade terms. (2) We sell and purchase various goods and services with Reynolds Consumer Products Inc. (“RCPI”) under contractual arrangements that expire over a variety of periods through December 31, 2027. During the first quarter of 2023, we amended these contractual arrangements with RCPI, which, among other things, extended the expiration date for certain arrangements and included price adjustments for certain goods we sold to and purchased from RCPI in the current and prior periods. The price adjustments resulted in $ 22 million of incremental net revenues and $ 9 million of incremental costs of goods sold recognized during the nine months ended September 30, 2023. We also lease a portion of two facilities to RCPI and are party to an information technology services agreement with RCPI. We do not trade with Graham Packaging Company Inc. (“GPCI”) on an ongoing basis. We also are party to a transition services agreement with GPCI. (3) These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms. |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Stock Units (RSUs) | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during 2023 : (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 1,983 $ 11.89 Granted (1) 1,744 9.64 Forfeited ( 233 ) 12.08 Vested ( 653 ) 12.89 Non-vested, at September 30 2,841 $ 10.26 (1) Includes 86 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares. |
Performance Stock Units (PSU) | |
Summary of Performance Stock Unit Activity | The following table summarizes PSU activity during 2023 : (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 1,155 $ 9.29 Granted (1) 1,729 9.37 Forfeited ( 91 ) 9.54 Non-vested, at September 30 2,793 $ 9.33 (1) Includes 168 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of the Basic and Diluted Earnings (Loss) Per Share | Earnings (loss) per share, including a reconciliation of the number of shares used for our earnings (loss) per share calculation, was as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator Net earnings (loss) attributable to common shareholders - continuing operations $ 27 $ 175 $ ( 246 ) $ 291 Less: dividend-equivalents declared for equity based awards — — ( 2 ) ( 1 ) Net earnings (loss) available to common shareholders - continuing operations 27 175 ( 248 ) 290 Net earnings attributable to common shareholders - discontinued operations 2 1 2 1 Total net earnings (loss) available to common shareholders $ 29 $ 176 $ ( 246 ) $ 291 Denominator Weighted average number of shares outstanding - basic 178.7 177.9 178.5 177.7 Effect of dilutive securities 1.0 0.8 — 0.6 Weighted average number of shares outstanding - diluted 179.7 178.7 178.5 178.3 Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders From continuing operations Basic $ 0.15 $ 0.98 $ ( 1.39 ) $ 1.63 Diluted $ 0.15 $ 0.98 $ ( 1.39 ) $ 1.63 From discontinued operations Basic $ 0.01 $ 0.01 $ 0.01 $ 0.01 Diluted $ 0.01 $ — $ 0.01 $ — Total Basic $ 0.16 $ 0.99 $ ( 1.38 ) $ 1.64 Diluted $ 0.16 $ 0.98 $ ( 1.38 ) $ 1.63 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Foodservice Food and Beverage Reportable For the Three Months Ended September 30, 2023 Net revenues $ 675 $ 704 $ 1,379 Intersegment revenues — 8 8 Total reportable segment net revenues 675 712 1,387 Adjusted EBITDA 117 130 247 For the Three Months Ended September 30, 2022 Net revenues $ 713 $ 870 $ 1,583 Intersegment revenues — 50 50 Total reportable segment net revenues 713 920 1,633 Adjusted EBITDA 107 102 209 For the Nine Months Ended September 30, 2023 Net revenues $ 1,945 $ 2,289 $ 4,234 Intersegment revenues — 78 78 Total reportable segment net revenues 1,945 2,367 4,312 Adjusted EBITDA 351 340 691 For the Nine Months Ended September 30, 2022 Net revenues $ 2,115 $ 2,554 $ 4,669 Intersegment revenues — 123 123 Total reportable segment net revenues 2,115 2,677 4,792 Adjusted EBITDA 378 303 681 Reportable segment assets consisted of the following: Foodservice Food and Beverage Reportable As of September 30, 2023 $ 1,279 $ 1,485 $ 2,764 As of December 31, 2022 1,385 1,884 3,269 |
Reconciliation of Operating Profit (Loss) | The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) from continuing operations before income taxes: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Reportable segment Adjusted EBITDA $ 247 $ 209 $ 691 $ 681 Other — 1 — 3 Unallocated ( 20 ) ( 23 ) ( 58 ) ( 66 ) 227 187 633 618 Adjustments to reconcile to income (loss) Interest expense, net ( 61 ) ( 59 ) ( 188 ) ( 158 ) Depreciation and amortization (excluding restructuring-related charges) ( 81 ) ( 85 ) ( 247 ) ( 255 ) Beverage Merchandising Restructuring charges ( 32 ) — ( 435 ) — Other restructuring and asset impairment charges (reversals) — ( 57 ) — ( 58 ) Gain (loss) on sale of businesses and noncurrent assets — 239 ( 1 ) 266 Non-cash pension (expense) income ( 2 ) 44 ( 6 ) 52 Operational process engineering-related consultancy costs — ( 3 ) — ( 7 ) Business integration costs — — — ( 6 ) Unrealized gains (losses) on commodity derivatives 1 ( 10 ) — ( 4 ) Foreign exchange losses on cash ( 2 ) — ( 4 ) ( 2 ) Executive transition charges — — — ( 2 ) (Losses) gains on legal settlements — — ( 1 ) 15 Costs associated with legacy facility — — — ( 6 ) Other — ( 2 ) — ( 1 ) Income (loss) from continuing operations before tax $ 50 $ 254 $ ( 249 ) $ 452 The following table presents a reconciliation of reportable segment assets to consolidated assets: As of As of Reportable segment assets (1) $ 2,764 $ 3,269 Unallocated (2) 3,682 4,037 Total assets $ 6,446 $ 7,306 (1) Reportable segment assets represent trade receivables, inventory and property, plant and equipment. (2) Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. |
Reconciliation of Assets from Segment to Consolidated | The following table presents a reconciliation of reportable segment assets to consolidated assets: As of As of Reportable segment assets (1) $ 2,764 $ 3,269 Unallocated (2) 3,682 4,037 Total assets $ 6,446 $ 7,306 (1) Reportable segment assets represent trade receivables, inventory and property, plant and equipment. (2) Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. |
Summary of Net Revenues by Product Line | Net revenues by product line are as follows: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Foodservice Drinkware $ 324 $ 322 $ 892 $ 934 Containers 233 256 700 798 Tableware 72 76 215 214 Serviceware and other 46 59 138 169 Food and Beverage Merchandising Cartons for fresh beverage products 177 197 554 644 Bakery/snack/produce/fruit containers 123 148 389 435 Meat trays 108 103 323 278 Liquid packaging board 68 152 317 388 Tableware 103 112 309 325 Prepared food trays 38 42 110 124 Egg cartons 33 30 103 87 Paper products — 73 74 213 Other 62 63 188 183 Reportable segment net revenues 1,387 1,633 4,312 4,792 Other / Unallocated Other — 26 2 75 Intersegment eliminations ( 8 ) ( 50 ) ( 78 ) ( 123 ) Net revenues $ 1,379 $ 1,609 $ 4,236 $ 4,744 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Noncurrent restricted cash | $ 24 | $ 24 | $ 24 | $ 24 |
Dispositions - Additional Infor
Dispositions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 29, 2022 | Jan. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Acquisitions And Dispositions [Line Items] | |||||
Proceeds from sale of business | $ 47 | ||||
Gain on sale of businesses | $ (1) | 266 | |||
Percentage of dispositions joint venture | 50% | ||||
Preliminary gain on sale of equity interests | 27 | ||||
Charges related to assets and liabilities held-for-sale | $ 56 | $ 1 | |||
Cumulative currency translation adjustment losses | 26 | ||||
Discontinued operations, disposed of by sale | SIG Schweizerische Industrie-Gesellschaft GmbH | Beverage Merchandising Asia | |||||
Acquisitions And Dispositions [Line Items] | |||||
Proceeds from sale of business | $ 336 | ||||
Gain on sale of businesses | 239 | ||||
Income from operations before income taxes | $ 2 | $ 13 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairment and Other Related Charges - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Employees | Sep. 30, 2022 USD ($) | |
Beverage Merchandising | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring and related activities, announcement date | Mar. 06, 2023 | |||
Estimated workforce reduction of employees | Employees | 1,300 | |||
Incurred Charges | $ 32 | $ 435 | ||
Food and Beverage Merchandising | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Other restructuring charges | $ 2 | $ 2 | ||
Employee termination costs | $ 1 | $ 1 | ||
Other | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring Costs Asset Impairment And Other Related Charges Excluding Goodwill Impairment Charges | |||
Non-cash impairment charge | $ 56 |
Restructuring, Asset Impairme_4
Restructuring, Asset Impairment and Other Related Charges - Incurred and Further Charges in Future Periods Due to Restructuring Plan (Details) - Beverage Merchandising $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | $ 32 | $ 435 |
Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 475 | 475 |
Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 490 | 490 |
Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 5 | 315 |
Non-cash Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 325 | 325 |
Non-cash Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 330 | 330 |
Non-cash Charges | Accelerated Property, Plant and Equipment Depreciation | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 4 | 271 |
Total Expected Charges | 280 | 280 |
Non-cash Charges | Other Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 1 | 44 |
Non-cash Charges | Other Non-cash Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 45 | 45 |
Non-cash Charges | Other Non-cash Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 50 | 50 |
Cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 27 | 120 |
Cash Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 150 | 150 |
Cash Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 160 | 160 |
Cash Charges | Severance, Termination and Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 3 | 42 |
Total Expected Charges | 45 | 45 |
Cash Charges | Exit, Disposal and Other Transition Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 24 | 78 |
Cash Charges | Exit, Disposal and Other Transition Costs | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | 105 | 105 |
Cash Charges | Exit, Disposal and Other Transition Costs | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Expected Charges | $ 115 | $ 115 |
Restructuring, Asset Impairme_5
Restructuring, Asset Impairment and Other Related Charges - Incurred and Further Charges in Future Periods Due to Restructuring Plan (Parenthetical) (Details) - Beverage Merchandising - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Incurred Charges | $ 32 | $ 435 |
Properties held for sale | $ 4 |
Restructuring, Asset Impairme_6
Restructuring, Asset Impairment and Other Related Charges - Summary of Restructuring, Asset Impairment and Other Related Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||||
Total | $ 32 | $ 57 | $ 435 | $ 58 |
Cost of Sales | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 4 | 298 | ||
Selling, General and Administrative Expenses | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 4 | |||
Restructuring, Asset Impairment and Other Related Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 28 | 57 | 133 | 58 |
Food and Beverage Merchandising | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 28 | 1 | 424 | 2 |
Food and Beverage Merchandising | Cost of Sales | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 4 | 298 | ||
Food and Beverage Merchandising | Selling, General and Administrative Expenses | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 4 | |||
Food and Beverage Merchandising | Restructuring, Asset Impairment and Other Related Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 24 | 1 | 122 | 2 |
Other | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | 4 | 56 | 11 | 56 |
Other | Restructuring, Asset Impairment and Other Related Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total | $ 4 | $ 56 | $ 11 | $ 56 |
Restructuring, Asset Impairme_7
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Details) - Beverage Merchandising $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | $ 120 |
Cash Paid | (77) |
Restructuring liability, ending balance | 43 |
Severance, Termination and Related Costs | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | 42 |
Cash Paid | (29) |
Restructuring liability, ending balance | 13 |
Exit, Disposal and Other Transition Costs | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | 78 |
Cash Paid | (48) |
Restructuring liability, ending balance | $ 30 |
Restructuring, Asset Impairme_8
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Parenthetical) (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Restructuring Cost And Reserve [Line Items] | |
Restructuring reserve, current | $ 41 |
Accrued and Other Current Liabilities | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring reserve, current | 41 |
Other Noncurrent Liabilities | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring reserve, noncurrent | $ 2 |
Inventories - Summary of the Co
Inventories - Summary of the Components of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 206 | $ 260 |
Work in progress | 87 | 101 |
Finished goods | 455 | 596 |
Spare parts | 98 | 105 |
Inventories | $ 846 | $ 1,062 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 4,536 | $ 4,407 |
Less: accumulated depreciation | (3,067) | (2,634) |
Property, plant and equipment, net | 1,469 | 1,773 |
Land and Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 72 | 72 |
Buildings and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 676 | 661 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 3,632 | 3,485 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 156 | $ 189 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Cost of sales | $ 62 | $ 63 | $ 448 | $ 191 |
Selling, general and administrative expenses | 8 | 6 | 25 | 18 |
Total depreciation expense | $ 70 | $ 69 | $ 473 | $ 209 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 70 | $ 69 | $ 473 | $ 209 |
Beverage Merchandising | Restructuring, Asset Impairment and Other Related Charges | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 4 | $ 271 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 1,815 | |
Ending Balance | $ 1,815 | 1,815 |
Reportable Segments | Foodservice | ||
Goodwill [Line Items] | ||
Beginning Balance | 993 | |
Reclassified due to segment composition change | (35) | |
Ending Balance | 958 | 958 |
Reportable Segments | Foodservice and Food Merchandising | ||
Goodwill [Line Items] | ||
Beginning Balance | 822 | |
Reclassified due to segment composition change | 35 | 35 |
Ending Balance | $ 857 | $ 857 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,109 | $ 1,109 |
Accumulated Amortization | (703) | (658) |
Net | 406 | 451 |
Indefinite-lived intangible assets | 613 | 613 |
Gross Carrying Amount | 1,722 | 1,722 |
Net | 1,019 | 1,064 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 554 | 554 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 59 | 59 |
Customer Relationships | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,060 | 1,060 |
Accumulated Amortization | (682) | (639) |
Net | 378 | 421 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42 | 42 |
Accumulated Amortization | (14) | (12) |
Net | 28 | 30 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7 | 7 |
Accumulated Amortization | $ (7) | $ (7) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reportable Segments | Foodservice and Food Merchandising | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Reclassified due to segment composition change | $ 35 | $ 35 | ||
Selling, General and Administrative Expenses | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 15 | $ 16 | $ 45 | $ 46 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Rebates and credits | $ 117 | $ 108 |
Personnel costs | 122 | 160 |
Restructuring costs | 41 | |
Interest | 40 | 17 |
Other | 127 | 130 |
Accrued and other current liabilities | $ 447 | $ 415 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount of borrowings | $ 3,632 | $ 4,160 |
Deferred debt issuance costs ("DIC") | (13) | (14) |
Original issue discounts, net of premiums (“OID”) | (8) | (10) |
Debt, net | 3,611 | 4,136 |
Less: current portion | (18) | (31) |
Long-term debt | 3,593 | 4,105 |
4.000% Senior Secured Notes due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,000 | 1,000 |
4.375% Senior Secured Notes due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 500 | 500 |
7.950% Debentures due 2025 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 217 | 217 |
8.375% Debentures due 2027 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 167 | 167 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 43 | 49 |
Secured Debt | Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,705 | $ 2,227 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
4.000% Senior Secured Notes due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | 4% |
Debt instrument maturity year | 2027 | 2027 |
4.375% Senior Secured Notes due 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt instrument maturity year | 2028 | 2028 |
7.950% Debentures due 2025 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.95% | 7.95% |
Debt instrument maturity year | 2025 | 2025 |
8.375% Debentures due 2027 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Debt instrument maturity year | 2027 | 2027 |
Debt - Summary of Components of
Debt - Summary of Components of the Credit Agreement (Details) - Line of Credit - Credit Agreement - USD ($) $ in Millions | 9 Months Ended | |
Jul. 26, 2023 | Sep. 30, 2023 | |
U S Term Loans Tranche B2 | ||
Line Of Credit Facility [Line Items] | ||
Debt Instrument Maturity Date | Feb. 05, 2026 | |
Long-term debt, gross | $ 710 | |
U S Term Loans Tranche B2 | Secured Overnight Financing Rate (SOFR) | ||
Line Of Credit Facility [Line Items] | ||
Variable rate floor | 0% | |
Basis spread on variable rate | 3.25% | |
U S Term Loans Tranche B3 | ||
Line Of Credit Facility [Line Items] | ||
Debt Instrument Maturity Date | Sep. 24, 2028 | |
Long-term debt, gross | $ 995 | |
U S Term Loans Tranche B3 | Secured Overnight Financing Rate (SOFR) | ||
Line Of Credit Facility [Line Items] | ||
Variable rate floor | 0.50% | |
Basis spread on variable rate | 3.25% | |
U.S. Revolving Loans | ||
Line Of Credit Facility [Line Items] | ||
Debt Instrument Maturity Date | Aug. 05, 2025 | Aug. 05, 2025 |
Long-term debt, gross | $ 49 |
Debt - Summary of Components _2
Debt - Summary of Components of the Credit Agreement (Parenthetical) (Details) - USD ($) | Sep. 30, 2023 | Jul. 26, 2023 |
Line of Credit | Credit Agreement | U.S. Revolving Loans | ||
Line Of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 |
Debt - Credit Agreement - Addit
Debt - Credit Agreement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 26, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | |||||
Repayments of Long-term Debt | $ 523 | $ 17 | |||
U S Term Loans Tranche B2 | Credit Agreement | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Repayments of Long-term Debt | $ 225 | ||||
Debt Instrument Maturity Date | Feb. 05, 2026 | ||||
Term loan repaid and repurchased | $ 515 | ||||
Weighted average contractual interest rate | 8.18% | 8.18% | 0.47% | ||
U S Term Loans Tranche B3 | Credit Agreement | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Debt Instrument Maturity Date | Sep. 24, 2028 | ||||
Weighted average contractual interest rate | 8.24% | 8.24% | 4.79% | ||
US Term Loans | Credit Agreement | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Weighted average contractual interest rate | 7.77% | 7.77% | |||
U.S. Revolving Loans | Credit Agreement | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Debt Instrument Maturity Date | Aug. 05, 2025 | Aug. 05, 2025 | |||
Secured Debt | Credit Agreement | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Percentage of quarterly amortization payments | 0.25% | 0.25% | |||
Due amount of excess cash flow prepayments | $ 0 | ||||
Secured Debt | Credit Agreement | Line of Credit | Maximum | |||||
Line Of Credit Facility [Line Items] | |||||
Percentage of quarterly amortization payments | 50% | 50% | |||
Periodic prepayment percentage if leverage ratio threshold met | 25% | ||||
Secured Debt | Credit Agreement | Line of Credit | Minimum | |||||
Line Of Credit Facility [Line Items] | |||||
Periodic prepayment percentage if leverage ratio threshold met | 0% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Notes (Details) - Senior Notes | 9 Months Ended |
Sep. 30, 2023 | |
4.000% Senior Secured Notes due 2027 | |
Debt Instrument [Line Items] | |
Maturity Date | Oct. 15, 2027 |
Interest Payment Dates | April 15 and October 15 |
4.375% Senior Secured Notes due 2028 | |
Debt Instrument [Line Items] | |
Maturity Date | Oct. 15, 2028 |
Interest Payment Dates | April 15 and October 15 |
Debt - Schedule of Outstandin_2
Debt - Schedule of Outstanding Notes (Parenthetical) (Details) - Senior Secured Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
4.000% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | 4% |
Debt instrument maturity year | 2027 | 2027 |
4.375% Senior Secured Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt instrument maturity year | 2028 | 2028 |
Debt - Notes - Additional Infor
Debt - Notes - Additional Information (Details) - Senior Notes | Sep. 30, 2023 | Dec. 31, 2022 |
4.000% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | 4% |
4.375% Senior Secured Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt - Schedule of Outstandin_3
Debt - Schedule of Outstanding Debentures (Details) - Unsecured Debt | 9 Months Ended |
Sep. 30, 2023 | |
7.950% Debentures due 2025 | |
Debt Instrument [Line Items] | |
Maturity Date | Dec. 15, 2025 |
Interest Payment Dates | June 15 and December 15 |
8.375% Debentures due 2027 | |
Debt Instrument [Line Items] | |
Maturity Date | Apr. 15, 2027 |
Interest Payment Dates | April 15 and October 15 |
Debt - Schedule of Outstandin_4
Debt - Schedule of Outstanding Debentures (Parenthetical) (Details) - Unsecured Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7.950% Debentures due 2025 | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.95% | 7.95% |
Debt instrument maturity year | 2025 | 2025 |
8.375% Debentures due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Debt instrument maturity year | 2027 | 2027 |
Debt - Debentures - Additional
Debt - Debentures - Additional Information (Details) - Unsecured Debt - 8.375% Debentures due 2027 | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Redemption price percentage | 100% |
Debt - Other Debt - Additional
Debt - Other Debt - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 43 | $ 49 |
Debt - Schedule of Required Fut
Debt - Schedule of Required Future Repayments of Outstanding Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 5 | |
2024 | 17 | |
2025 | 233 | |
2026 | 726 | |
2027 | 1,183 | |
Thereafter | 1,468 | |
Total principal amount of borrowings | $ 3,632 | $ 4,160 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
4.000% Senior Secured Notes due 2027 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | $ 1,000 | $ 1,000 |
4.375% Senior Secured Notes due 2028 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 500 | 500 |
7.950% Debentures due 2025 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 217 | 217 |
8.375% Debentures due 2027 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 167 | 167 |
Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 43 | 49 |
Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 1,705 | 2,227 |
Reported Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 3,611 | 4,136 |
Reported Value Measurement | 4.000% Senior Secured Notes due 2027 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 994 | 993 |
Reported Value Measurement | 4.375% Senior Secured Notes due 2028 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 496 | 496 |
Reported Value Measurement | 7.950% Debentures due 2025 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 216 | 215 |
Reported Value Measurement | 8.375% Debentures due 2027 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 166 | 166 |
Reported Value Measurement | Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 43 | 49 |
Reported Value Measurement | Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 1,696 | 2,217 |
Estimate of Fair Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 3,457 | 3,964 |
Estimate of Fair Value Measurement | 4.000% Senior Secured Notes due 2027 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 889 | 890 |
Estimate of Fair Value Measurement | 4.375% Senior Secured Notes due 2028 | Senior Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 435 | 447 |
Estimate of Fair Value Measurement | 7.950% Debentures due 2025 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 217 | 210 |
Estimate of Fair Value Measurement | 8.375% Debentures due 2027 | Unsecured Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 167 | 162 |
Estimate of Fair Value Measurement | Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 43 | 49 |
Estimate of Fair Value Measurement | Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,706 | $ 2,206 |
Debt - Schedule of Carrying V_2
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Senior Notes | 4.000% Senior Secured Notes due 2027 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4% | 4% |
Debt instrument maturity year | 2027 | 2027 |
Senior Notes | 4.375% Senior Secured Notes due 2028 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt instrument maturity year | 2028 | 2028 |
Unsecured Debt | 7.950% Debentures due 2025 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 7.95% | 7.95% |
Debt instrument maturity year | 2025 | 2025 |
Unsecured Debt | 8.375% Debentures due 2027 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Debt instrument maturity year | 2027 | 2027 |
Debt - Interest Expense, Net (D
Debt - Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Interest income | $ (3) | $ (1) | $ (10) | $ (2) |
Amortization of DIC and OID | 1 | 2 | 3 | 4 |
Realized derivative gains | (3) | (6) | ||
Net foreign currency exchange losses | 1 | |||
Other | 2 | 4 | 3 | |
Interest expense, net | 61 | 59 | 188 | 158 |
Line of Credit | Secured Debt | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 41 | 32 | 127 | 76 |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 15 | 15 | 46 | 46 |
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | $ 8 | $ 11 | $ 24 | $ 30 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Asset Derivatives | $ 15 | $ 8 |
Liability Derivatives | (5) | (14) |
Other current assets | ||
Derivative [Line Items] | ||
Asset Derivatives | 12 | 7 |
Other noncurrent assets | ||
Derivative [Line Items] | ||
Asset Derivatives | 3 | 1 |
Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | (1) | (11) |
Commodity swap contracts | ||
Derivative [Line Items] | ||
Liability Derivatives | (5) | (5) |
Interest rate derivatives | ||
Derivative [Line Items] | ||
Asset Derivatives | 15 | 8 |
Liability Derivatives | (9) | |
Accrued and other current liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | $ (4) | $ (3) |
Financial Instruments - Additio
Financial Instruments - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative [Line Items] | ||||
Unrealized gain (loss) on derivatives | $ 1 | $ (10) | $ (4) | |
Realized gain on derivatives | 3 | $ 6 | ||
Commodity swap contracts | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on derivatives | 1 | $ (10) | 0 | $ (4) |
Interest rate derivatives | ||||
Derivative [Line Items] | ||||
Unrealized gain (loss) on derivatives | 8 | 22 | ||
Realized gain on derivatives | $ 3 | 6 | ||
Expected reclassification of gains in the next twelve months from ACOL to earnings | $ 9 | |||
US Term Loans | LIBO Rate | ||||
Derivative [Line Items] | ||||
Weighted average fixed rate | 4.12% | 4.12% | ||
Aggregate notional amount | $ 1,000 | $ 1,000 | ||
US Term Loans | LIBO Rate | Interest rate swap | ||||
Derivative [Line Items] | ||||
Weighted average fixed rate | 4.12% | 4.12% |
Financial Instruments - Summary
Financial Instruments - Summary of Outstanding Commodity Derivative Contracts (Details) - Natural gas swaps | 9 Months Ended |
Sep. 30, 2023 $ / gal gal | |
Derivative [Line Items] | |
Contracted volume | gal | 3,511,030 |
Minimum | |
Derivative [Line Items] | |
Contracted price range | 3.94 |
Maximum | |
Derivative [Line Items] | |
Contracted price range | 5.37 |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Benefit (Expense) Income for Defined Benefit Pension Plans and Other Post-employment Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ (1) | $ (1) | ||
Interest cost | $ (13) | $ (17) | (38) | (54) |
Expected return on plan assets | 10 | 14 | 30 | 49 |
Amortization of actuarial gains | 1 | 2 | ||
Ongoing net periodic benefit cost | (2) | (3) | (7) | (6) |
Income due to settlements | 47 | 57 | ||
Total net periodic benefit (expense) income | $ (2) | $ 44 | $ (7) | $ 51 |
Employee Benefits - Net perio_2
Employee Benefits - Net periodic benefit (expense) income for defined benefit pension plans and other post-employment benefit plans recognized (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic benefit (expense) income | $ (2) | $ 44 | $ (7) | $ 51 |
Pension plans defined benefit member | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic benefit (expense) income | (2) | 44 | (7) | 51 |
Cost of Sales | Pension plans defined benefit member | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic benefit (expense) income | (1) | (1) | ||
Non-operating (expense) income, net | Pension plans defined benefit member | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total net periodic benefit (expense) income | $ (2) | $ 44 | $ (6) | $ 52 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Feb. 24, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Non-cash settlement gain | $ 2 | $ (44) | $ 6 | $ (52) | ||
Pension Plan for Pactiv Evergreen | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Projected benefit obligations | $ 656 | $ 656 | $ 1,257 | |||
Pension Plan for Pactiv Evergreen | Forecast | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions made | $ 1 |
Other (Expense) Income, Net - S
Other (Expense) Income, Net - Schedule of Other (Expense) Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Gain (loss) on sale of businesses and noncurrent assets | $ 239 | $ (1) | $ 266 | |
Gain on legal settlement | (1) | 15 | ||
Other | $ (3) | 2 | (2) | |
Other (expense) income, net | $ (3) | $ 239 | $ 1 | $ 279 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ 1,285 | $ 1,269 | $ 1,553 | $ 1,288 | |
Net derivative gain | 4 | 12 | |||
Ending balance | 1,304 | 1,467 | 1,304 | 1,467 | |
Interest rate derivatives | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 7 | (1) | |||
Net derivative gain | 8 | 22 | |||
Deferred tax expense on net derivative gain | (2) | (6) | |||
Loss (gain) reclassified from AOCL | (3) | (6) | |||
Deferred tax expense on reclassification | 1 | 2 | |||
Other comprehensive (loss) income | 4 | 12 | |||
Ending balance | 11 | 11 | |||
Currency translation adjustments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (165) | (213) | (189) | (207) | |
Currency translation adjustments | (5) | (6) | 19 | (12) | |
Other comprehensive (loss) income | (5) | (6) | 19 | (12) | |
Ending balance | (170) | (219) | (170) | (219) | |
Defined benefit plans | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 87 | 5 | 88 | 108 | |
Net actuarial gain (loss) arising during year | [1] | 101 | (25) | ||
Deferred tax (expense) benefit on net actuarial gain (loss) | (25) | 6 | |||
Reclassification upon sale of businesses | [2] | 1 | 1 | ||
Amortization of experience gains | (1) | (2) | |||
Defined benefit plan settlement gain | (47) | (57) | |||
Deferred tax expense on reclassification | 11 | 13 | |||
Other comprehensive (loss) income | (1) | 41 | (2) | (62) | |
Ending balance | 86 | 46 | 86 | 46 | |
Accumulated Other Comprehensive Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (71) | (208) | (102) | (99) | |
Other comprehensive (loss) income | (2) | 35 | 29 | (74) | |
Ending balance | $ (73) | $ (173) | $ (73) | $ (173) | |
[1] Net actuarial gain (loss) relates to the interim remeasurements of the PPPE due to the pension partial settlement transactions completed in September 2022 and February 2022. Net actuarial gain arising during the three months ended September 30, 2022 was primarily due to an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates, partially offset by asset returns. Net actuarial loss arising during the nine months ended September 30, 2022 was primarily due to asset returns, partially offset by an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates. Refer to Note 10, Employee Benefits , for additional details. Reclassifications upon sale of businesses are recorded in other (expense) income, net. |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) from continuing operations before tax | $ 50 | $ 254 | $ (249) | $ 452 |
Income tax expense (benefit) | $ 22 | $ 79 | (5) | $ 160 |
Unrecognized tax benefits decrease in income tax returns | $ 9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Sep. 30, 2023 |
Packaging Finance Limited And Other Entities | |
Related Party Transaction [Line Items] | |
Ownership percentage | 77% |
Related Party Transactions - Re
Related Party Transactions - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Due from related parties, current | $ 109 | $ 109 | $ 126 | ||
Related party receivables | $ 38 | $ 38 | $ 46 | ||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | ||
Related party payables | $ (10) | $ (10) | $ (6) | ||
Other Liability, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | ||
Purchase of goods | $ (21) | $ (29) | $ (58) | $ (77) | |
Joint Ventures | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties, current | 2 | 2 | $ 3 | ||
Sale of goods and services | 1 | 2 | 5 | 12 | |
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | 38 | 38 | 46 | ||
Related party payables | (10) | (10) | $ (6) | ||
Sale of goods and services | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Sale of goods and services | 92 | 107 | 291 | 313 | |
Transition services agreements and rental income | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Transition services agreements and rental income | 3 | 4 | 1 | ||
Charges | |||||
Related Party Transaction [Line Items] | |||||
Related party transactions, expenses | (3) | (3) | (10) | (9) | |
Charges | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Amount of related party transaction | $ 1 | $ 1 | $ 5 | $ 4 |
Related Party Transactions - _2
Related Party Transactions - Related Party Transactions (Parenthetical) (Details) - Reynolds Consumer Products Inc. $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Related Party Transaction [Line Items] | |
Incremental net revenues | $ 22 |
Incremental cost of goods sold | $ 9 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized share-based compensation | $ 11 | $ 11 | ||
Unrecognized share-based compensation, weighted-average recognition period (in years) | 2 years 1 month 6 days | |||
Fair value of shares vested | $ 6 | |||
Restricted Stock Units (RSUs) | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Restricted Stock Units (RSUs) | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Performance Stock Units (PSU) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized share-based compensation | 21 | $ 21 | ||
Unrecognized share-based compensation, weighted-average recognition period (in years) | 2 years 2 months 12 days | |||
Performance Stock Units (PSU) | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation PSUs vesting percentage | 0% | |||
Performance Stock Units (PSU) | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation PSUs vesting percentage | 200% | |||
Selling, General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation costs | $ 9 | $ 6 | $ 24 | $ 16 |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 1,983 |
Granted | shares | 1,744 |
Forfeited | shares | (233) |
Vested | shares | (653) |
Ending balance, Non-vested | shares | 2,841 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 11.89 |
Granted | $ / shares | 9.64 |
Forfeited | $ / shares | 12.08 |
Vested | $ / shares | 12.89 |
Ending balance, Non-vested | $ / shares | $ 10.26 |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Details) shares in Thousands | Sep. 30, 2023 shares |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance | 86 |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Performance Share Units Activity (Details) - Performance Stock Units (PSU) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 1,155 |
Granted | shares | 1,729 |
Forfeited | shares | (91) |
Ending balance, Non-vested | shares | 2,793 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 9.29 |
Granted | $ / shares | 9.37 |
Forfeited | $ / shares | 9.54 |
Ending balance, Non-vested | $ / shares | $ 9.33 |
Equity Based Compensation - S_4
Equity Based Compensation - Summary of Performance Share Units Activity (Parenthetical) (Details) shares in Thousands | Sep. 30, 2023 shares |
Performance Stock Units (PSU) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance | 168 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of the Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||
Net earnings (loss) attributable to common shareholders - continuing operations | $ 27 | $ 175 | $ (246) | $ 291 |
Less: dividend-equivalents declared for equity based awards | (2) | (1) | ||
Net earnings (loss) available to common shareholders - continuing operations | 27 | 175 | (248) | 290 |
Net earnings (loss) attributable to common shareholders - discontinued operations | 2 | 1 | 2 | 1 |
Total net earnings (loss) available to common shareholders | $ 29 | $ 176 | $ (246) | $ 291 |
Denominator | ||||
Weighted average number of shares outstanding - basic | 178.7 | 177.9 | 178.5 | 177.7 |
Effect of dilutive securities | 1 | 0.8 | 0.6 | |
Weighted average number of shares outstanding - diluted | 179.7 | 178.7 | 178.5 | 178.3 |
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common stockholders, from continuing operations | ||||
Basic | $ 0.15 | $ 0.98 | $ (1.39) | $ 1.63 |
Diluted | 0.15 | 0.98 | (1.39) | 1.63 |
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common stockholders, from discontinued operations | ||||
Basic | 0.01 | 0.01 | 0.01 | 0.01 |
Diluted | 0.01 | 0.01 | ||
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common stockholders, total | ||||
Basic | 0.16 | 0.99 | (1.38) | 1.64 |
Diluted | $ 0.16 | $ 0.98 | $ (1.38) | $ 1.63 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share Basic [Line Items] | |||||
Weighted average number of shares outstanding (in shares) | 0 | 0.2 | 0.8 | 0.7 | |
Subsequent Event | |||||
Earnings Per Share Basic [Line Items] | |||||
Dividends payable, per share | $ 0.1 | ||||
Dividends payable, date declared | Oct. 31, 2023 | ||||
Dividends payable, date to be paid | Dec. 15, 2023 | ||||
Dividends payable, date of record | Nov. 30, 2023 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenues | $ 1,379 | $ 1,609 | $ 4,236 | $ 4,744 | ||
Reportable segment assets | 6,446 | 6,446 | $ 7,306 | |||
Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | (8) | (50) | (78) | (123) | ||
Unallocated | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | [1] | 3,682 | 3,682 | 4,037 | ||
Foodservice | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | 1,279 | 1,279 | 1,385 | |||
Food and Beverage Merchandising | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | 1,485 | 1,485 | 1,884 | |||
Reportable Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 1,379 | 1,583 | 4,234 | 4,669 | ||
Reportable Segments | Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 8 | 50 | 78 | 123 | ||
Reportable Segments | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 1,387 | 1,633 | 4,312 | 4,792 | ||
Adjusted EBITDA | 247 | 209 | 691 | 681 | ||
Reportable segment assets | [2] | 2,764 | 2,764 | $ 3,269 | ||
Reportable Segments | Foodservice | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 675 | 713 | 1,945 | 2,115 | ||
Reportable Segments | Foodservice | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 675 | 713 | 1,945 | 2,115 | ||
Adjusted EBITDA | 117 | 107 | 351 | 378 | ||
Reportable Segments | Food and Beverage Merchandising | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 704 | 870 | 2,289 | 2,554 | ||
Reportable Segments | Food and Beverage Merchandising | Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 8 | 50 | 78 | 123 | ||
Reportable Segments | Food and Beverage Merchandising | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 712 | 920 | 2,367 | 2,677 | ||
Adjusted EBITDA | $ 130 | 102 | 340 | 303 | ||
Other | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | $ 26 | $ 2 | $ 75 | |||
[1] Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. Reportable segment assets represent trade receivables, inventory and property, plant and equipment. |
Segment Information - Reconcili
Segment Information - Reconciliation of EBITDA to Income (Loss) from Continuing Operations Before Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 227 | $ 187 | $ 633 | $ 618 |
Interest expense, net | (61) | (59) | (188) | (158) |
Depreciation and amortization (excluding restructuring related charges) | (81) | (85) | (247) | (255) |
Beverage Merchandising Restructuring charges | (32) | (435) | ||
Other restructuring and asset impairment charges (reversals) | (57) | (58) | ||
Gain (loss) on sale of businesses and noncurrent assets | 239 | (1) | 266 | |
Non-cash pension (expense) income | (2) | 44 | (6) | 52 |
Operational process engineering-related consultancy costs | (3) | (7) | ||
Business integration costs | (6) | |||
Unrealized gains (losses) on commodity derivatives | 1 | (10) | (4) | |
Foreign exchange losses on cash | (2) | (4) | (2) | |
Executive transition charges | (2) | |||
(Losses) gains on legal settlements | (1) | 15 | ||
Costs associated with legacy facility | (6) | |||
Other | (2) | (1) | ||
Income (loss) from continuing operations before tax | 50 | 254 | (249) | 452 |
Operating Segments | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 247 | 209 | 691 | 681 |
Operating Segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 1 | 3 | ||
Unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (20) | $ (23) | $ (58) | $ (66) |
Segment Information - Net Reven
Segment Information - Net Revenues by Product Lines (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,379 | $ 1,609 | $ 4,236 | $ 4,744 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,379 | 1,583 | 4,234 | 4,669 |
Reportable Segments | Foodservice | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 675 | 713 | 1,945 | 2,115 |
Reportable Segments | Food and Beverage Merchandising | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 704 | 870 | 2,289 | 2,554 |
Operating Segments | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,387 | 1,633 | 4,312 | 4,792 |
Operating Segments | Reportable Segments | Foodservice | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 675 | 713 | 1,945 | 2,115 |
Operating Segments | Reportable Segments | Foodservice | Drinkware | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 324 | 322 | 892 | 934 |
Operating Segments | Reportable Segments | Foodservice | Containers | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 233 | 256 | 700 | 798 |
Operating Segments | Reportable Segments | Foodservice | Tableware | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 72 | 76 | 215 | 214 |
Operating Segments | Reportable Segments | Foodservice | Serviceware and other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 46 | 59 | 138 | 169 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 712 | 920 | 2,367 | 2,677 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Tableware | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 103 | 112 | 309 | 325 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Cartons for fresh beverage products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 177 | 197 | 554 | 644 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Bakery/snack/produce/fruit containers | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 123 | 148 | 389 | 435 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Meat trays | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 108 | 103 | 323 | 278 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Liquid packaging board | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 68 | 152 | 317 | 388 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Prepared food trays | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 38 | 42 | 110 | 124 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Egg cartons | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 33 | 30 | 103 | 87 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Paper products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 73 | 74 | 213 | |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 62 | 63 | 188 | 183 |
Operating Segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 26 | 2 | 75 | |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (8) | (50) | (78) | (123) |
Intersegment Eliminations | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 8 | 50 | 78 | 123 |
Intersegment Eliminations | Reportable Segments | Food and Beverage Merchandising | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 8 | $ 50 | $ 78 | $ 123 |