Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 301,604,107 | ||
Entity Common Stock, Shares Outstanding | 178,557,086 | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Chicago, Illinois | ||
Title of each class | Common Stock, $0.001 par value | ||
Trading Symbol(s) | PTVE | ||
Name of each exchange on which registered | NASDAQ | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total net revenues | $ 5,510 | $ 6,220 | $ 5,437 |
Cost of sales | (4,777) | (5,223) | (4,863) |
Gross profit | 733 | 997 | 574 |
Selling, general and administrative expenses | (536) | (583) | (466) |
Restructuring, asset impairment and other related charges | (171) | (58) | (9) |
Other income, net | 2 | 281 | 20 |
Operating income from continuing operations | 28 | 637 | 119 |
Non-operating (expense) income, net | (8) | 49 | 101 |
Interest expense, net | (245) | (218) | (191) |
(Loss) income from continuing operations before tax | (225) | 468 | 29 |
Income tax benefit (expense) | 3 | (149) | 4 |
(Loss) income from continuing operations | (222) | 319 | 33 |
Income (loss) from discontinued operations, net of income taxes | 2 | 1 | (8) |
Net (loss) income | (220) | 320 | 25 |
Income attributable to non-controlling interests | (3) | (2) | (2) |
Net (loss) income attributable to Pactiv Evergreen Inc. common shareholders | $ (223) | $ 318 | $ 23 |
From continuing operations: | |||
Basic | $ (1.28) | $ 1.77 | $ 0.17 |
Diluted | (1.28) | 1.77 | 0.17 |
From discontinued operations: | |||
Basic | 0.02 | 0.01 | (0.04) |
Diluted | 0.02 | (0.04) | |
Total: | |||
Basic | (1.26) | 1.78 | 0.13 |
Diluted | $ (1.26) | $ 1.77 | $ 0.13 |
Nonrelated Party | |||
Total net revenues | $ 5,124 | $ 5,783 | $ 5,047 |
Related Party | |||
Total net revenues | $ 386 | $ 437 | $ 390 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | |||
Net (loss) income | $ (220) | $ 320 | $ 25 |
Other comprehensive (loss) income, net of income taxes: | |||
Currency translation adjustments | 26 | 18 | (18) |
Defined benefit plans | 39 | (20) | 268 |
Interest rate derivatives | (1) | ||
Other comprehensive (loss) income | 65 | (3) | 250 |
Comprehensive income (loss) | (155) | 317 | 275 |
Comprehensive income attributable to non-controlling interests | (3) | (2) | (2) |
Comprehensive income (loss) attributable to Pactiv Evergreen Inc. common shareholders | $ (158) | $ 315 | $ 273 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 164 | $ 531 |
Accounts receivable, net of allowances of $2 and $3 | 426 | 448 |
Related party receivables | 35 | 46 |
Inventories | 852 | 1,062 |
Other current assets | 112 | 132 |
Total current assets | 1,589 | 2,219 |
Property, plant and equipment, net | 1,511 | 1,773 |
Operating lease right-of-use assets, net | 263 | 262 |
Goodwill | 1,815 | 1,815 |
Intangible assets, net | 1,004 | 1,064 |
Other noncurrent assets | 213 | 173 |
Total assets | 6,395 | 7,306 |
Liabilities | ||
Accounts payable | 300 | 388 |
Related party payables | 7 | 6 |
Current portion of long-term debt | 15 | 31 |
Current portion of operating lease liabilities | 64 | 65 |
Income taxes payable | 11 | 6 |
Accrued and other current liabilities | 399 | 418 |
Total current liabilities | 796 | 914 |
Long-term debt | 3,571 | 4,105 |
Long-term operating lease liabilities | 217 | 209 |
Deferred income taxes | 244 | 319 |
Long-term employee benefit obligations | 57 | 60 |
Other noncurrent liabilities | 161 | 146 |
Total liabilities | 5,046 | 5,753 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 178,557,086 and 177,926,081 shares issued and outstanding as of December 31, 2023 and 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 | 676 | 647 |
Accumulated other comprehensive loss | (37) | (102) |
Retained earnings | 706 | 1,003 |
Total equity attributable to Pactiv Evergreen Inc. common shareholders | 1,345 | 1,548 |
Non-controlling interests | 4 | 5 |
Total equity | 1,349 | 1,553 |
Total liabilities and equity | $ 6,395 | $ 7,306 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 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) | 178,557,086 | 177,926,081 |
Common stock, shares outstanding (in shares) | 178,557,086 | 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 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Non-controlling Interest |
Beginning balance at Dec. 31, 2020 | $ 1,074 | $ 614 | $ (349) | $ 806 | $ 3 | |
Beginning balance, Shares at Dec. 31, 2020 | 177,200,000 | |||||
Net income (loss) | 25 | 23 | 2 | |||
Other comprehensive income (loss), net of income taxes | 250 | 250 | ||||
Equity based compensation | 11 | 11 | ||||
Vesting of restricted stock units, Shares | 100,000 | |||||
Dividends declared - common shareholders ($0.40 per share) | (71) | (71) | ||||
Dividends declared - non-controlling interests | (1) | (1) | ||||
Ending balance at Dec. 31, 2021 | 1,288 | 625 | (99) | 758 | 4 | |
Ending balance, Shares at Dec. 31, 2021 | 177,300,000 | |||||
Net income (loss) | 320 | 318 | 2 | |||
Other comprehensive income (loss), net of income taxes | (3) | (3) | ||||
Equity based compensation | 24 | 24 | ||||
Vesting of restricted stock units, net of tax withholdings | (2) | (2) | ||||
Vesting of restricted stock units, Shares | 600,000 | |||||
Dividends declared - common shareholders ($0.40 per share) | (73) | (73) | ||||
Dividends declared - non-controlling interests | (1) | (1) | ||||
Ending balance at Dec. 31, 2022 | $ 1,553 | 647 | (102) | 1,003 | 5 | |
Ending balance, Shares at Dec. 31, 2022 | 177,926,081 | 177,900,000 | ||||
Net income (loss) | $ (220) | (223) | 3 | |||
Other comprehensive income (loss), net of income taxes | 65 | 65 | ||||
Equity based compensation | 31 | 31 | ||||
Vesting of restricted stock units, net of tax withholdings | (2) | (2) | ||||
Vesting of restricted stock units, Shares | 700,000 | |||||
Dividends declared - common shareholders ($0.40 per share) | (74) | (74) | ||||
Dividends declared - non-controlling interests | (3) | (3) | ||||
Disposal of subsidiary | (1) | (1) | ||||
Ending balance at Dec. 31, 2023 | $ 1,349 | $ 676 | $ (37) | $ 706 | $ 4 | |
Ending balance, Shares at Dec. 31, 2023 | 178,557,086 | 178,600,000 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock, dividends | $ 0.4 | $ 0.4 | $ 0.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | |||
Net (loss) income | $ (220) | $ 320 | $ 25 |
Adjustments to reconcile net (loss) income to operating cash flows: | |||
Depreciation and amortization | 600 | 339 | 344 |
Deferred income taxes | (93) | 81 | (27) |
Unrealized losses on derivatives | 1 | 4 | 7 |
Asset impairment and restructuring related non-cash charges (net of reversals) | 56 | 56 | |
Loss (gain) on sale of businesses and noncurrent assets | 2 | (266) | |
Non-cash portion of employee benefit obligations | 8 | (48) | (95) |
Non-cash portion of operating lease expense | 80 | 82 | 77 |
Equity based compensation | 31 | 24 | 11 |
Other non-cash items, net | 5 | 18 | 5 |
Change in assets and liabilities: | |||
Accounts receivable, net | 41 | 29 | (77) |
Inventories | 176 | (246) | (8) |
Accounts payable | (70) | 16 | 50 |
Operating lease payments | (80) | (81) | (75) |
Income taxes payable/receivable | 22 | (7) | 41 |
Accrued and other current liabilities | (27) | 104 | (13) |
Other assets and liabilities | 2 | (11) | (4) |
Net cash provided by operating activities | 534 | 414 | 261 |
Investing Activities: | |||
Acquisition of property, plant and equipment | (285) | (258) | (282) |
Acquisition of business, net of cash acquired | (2) | (374) | |
Disposal of businesses and joint venture equity interests, net of cash disposed | 1 | 358 | (6) |
Other investing activities | 12 | 4 | 4 |
Net cash (used in) provided by investing activities | (272) | 102 | (658) |
Financing Activities: | |||
Long-term debt proceeds | 1,510 | ||
Long-term debt repayments | (547) | (112) | (1,280) |
Dividends paid to common shareholders | (71) | (71) | (71) |
Other financing activities | (15) | (10) | (12) |
Net cash (used in) provided by financing activities | (633) | (193) | 147 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | (4) | (4) |
(Decrease) increase in cash, cash equivalents and restricted cash | (370) | 319 | (254) |
Cash, cash equivalents and restricted cash, including amounts classified as held for sale, as of beginning of the year | 557 | 238 | 492 |
Cash, cash equivalents and restricted cash as of end of the year | 187 | 557 | 238 |
Cash, cash equivalents and restricted cash are comprised of: | |||
Cash and cash equivalents | 164 | 531 | 197 |
Restricted cash classified as other current assets | 2 | ||
Restricted cash classified as other noncurrent assets | 21 | 24 | 24 |
Cash and cash equivalents classified as assets held for sale | 2 | 17 | |
Cash, cash equivalents and restricted cash as of end of the year | 187 | 557 | 238 |
Cash paid : | |||
Interest | 253 | 223 | 166 |
Income taxes paid (refunded), net | $ 73 | $ 72 | $ (19) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (223) | $ 318 | $ 23 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”). These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany transactions and balances have been eliminated in consolidation. We are a manufacturer and distributor of fresh food and beverage packaging products, primarily in North America. We report our business in two reportable segments: Foodservice and Food and Beverage Merchandising. Our Foodservice segment manufactures a broad range of products that enable consumers to eat and drink where they want and when they want with convenience. Our Food and Beverage Merchandising segment manufactures products that protect and attractively display food while preserving freshness and manufactures cartons for fresh refrigerated beverage products, primarily serving dairy (including plant-based, organic and specialties), juice and other specialty beverage end-markets. Reclassifications and Revision to Restricted Cash We made reclassifications to certain previously reported financial information to conform to our current period presentation. During the year ended December 31, 2023, we revised the presentation of restricted cash balances on our consolidated statements of cash flows to include restricted cash in the beginning and ending balances for all periods presented. As of December 31, 2023, our consolidated balance sheet included $ 2 million and $ 21 million of restricted cash classified as current and noncurrent assets, respectively. As of December 31, 2022 and December 31, 2021, our consolidated balance sheet included $ 24 million of restricted cash classified as noncurrent assets. There was no impact to our operating, investing or financing cash flow activities, and there was no impact to our consolidated balance sheets or our consolidated statements of (loss) income, comprehensive (loss) income or equity. The impact to all previously reported interim and annual periods was not material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Signif icant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 be different than 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. Business Combinations We record business combinations using the acquisition method of accounting. All of the assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires us to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on our estimates and assumptions, as well as other information, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements may be exposed to potential impairment charges. Cash and Cash Equivalents Cash and cash equivalents include demand deposits with banks and highly liquid investments with original maturities of three months or less. Money market funds held in segregated accounts that are used as investments to satisfy specific obligations are classified as investments and recorded in other current and noncurrent assets on our consolidated balance sheets. We maintain our bank accounts with a relatively small number of high quality financial institutions. Accounts Receivable Accounts receivable are stated net of allowances for credit losses and primarily include trade receivables. In 2023, one customer in our Foodservice segment had sales that were approximately 10% of our consolidated net revenues and, as of December 31, 2023, 17 % of our consolidated accounts receivable net of allowances. No single customer comprised more than 10% of our consolidated net revenues in 2022 or 2021 . Specific customer provisions are made when a review of outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and our historical collection experience. Inventories Inventories include raw materials, supplies, direct labor and manufacturing overhead associated with production and are stated at the lower of cost or net realizable value, utilizing the first-in, first-out method. In evaluating net realizable value, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors. Property, Plant and Equipment and Finite-Lived Intangible Assets Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 15 years and buildings and building improvements over periods ranging from 10 to 40 years. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When assets are retired or disposed, the cost and accumulated depreciation are eliminated and the resulting profit or loss is recognized in our consolidated statements of income. Finite-lived intangible assets, which primarily consist of customer relationships, are stated at historical cost and amortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives which range from 8 to 20 years. We assess potential impairments to our long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In those circumstances, we perform an undiscounted cash flow analysis to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. Long-lived assets which are part of a disposal group are presented as held for sale and are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. Goodwill and Indefinite-Lived Intangible Assets We test goodwill for impairment on an annual basis on December 31 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. For certain reporting units, we may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of this assessment, we consider various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the year ended December 31, 2023, each of the reporting units was reviewed for impairment using a quantitative assessment. We compared each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying amount. If the carrying amount exceeds the reporting unit’s fair value, we would recognize an impairment loss for the amount by which the carrying amount exceeds the fair value. The results of the quantitative assessment of goodwill impairment during the fourth quarter indicated that the estimated fair values for each of the reporting units exceeded their respective carrying amounts. Therefore, no impairment charges were recognized. Our indefinite-lived intangible assets consist primarily of certain trademarks. We test indefinite-lived intangible assets for impairment on an annual basis on December 31 and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a trademark is less than its carrying amount. If potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using the relief-from-royalty method, using key assumptions including planned revenue growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value. For the year ended December 31, 2023, no instances of impairment were identified. Revenue Recognition Our revenues are primarily derived from the sale of packaging products to customers. Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration we expect to receive. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to receive in exchange for transferring the promised goods to the customer using an expected value method. Our main sources of variable consideration are customer rebates and cash discounts. We base these estimates on anticipated performance and our best judgment at the time to the extent that it is probable that a significant reversal of revenue recognized will not occur. Estimates are monitored and adjusted each period until the incentives are realized. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at the time of shipment, when title and risk of loss pass to the customer. A small number of our contracts are for sales of products which are customer specific and cannot be repurposed. Revenue for these products is recognized over time based on costs incurred plus a reasonable profit. This revenue represents approximately 3 % of our net revenues and has a relatively short period of time between the goods being manufactured and shipped to customers. Shipping and handling fees billed to a customer are recorded on a gross basis in net revenues with the corresponding shipping and handling costs included in cost of sales in the concurrent period as the revenue is recorded. Any taxes collected on behalf of government authorities are excluded from net revenues. We do not receive non-cash consideration for the sale of goods nor do we grant payment financing terms greater than one year. We consider purchase orders, which in some cases are governed by master supply agreements, to be the contracts with a customer. Key sales terms, such as pricing and quantities ordered, are established frequently, so most customer arrangements and related sales incentives have a duration of one year or shorter. We do not incur any significant costs to obtain a contract. We generally do not have any unbilled receivables at the end of a period. Refer to Note 20, Segment Information, for information regarding the disaggregation of revenue by products and geography. Restructuring Costs We incur restructuring costs when we take action to exit or significantly curtail a part of our operations or change the deployment of assets or personnel. A restructuring charge can consist of, among others, an impairment or accelerated depreciation of affected assets, severance costs associated with reductions to our workforce, costs to terminate an operating lease or contract, charges for legal obligations from which no future benefit will be derived, transition labor costs and environmental remediation costs. Such restructuring activities are recorded when management has committed to an exit or reorganization plan and when termination benefits are probable and can be reasonably estimated based on circumstances at the time the restructuring plan is approved by management or when termination benefits are communicated. The accrual of both severance and exit costs requires the use of estimates. Though we believe that our estimates accurately reflect the anticipated costs, actual results may differ. Leases We determine if an arrangement is a lease or a service contract at inception. Where an arrangement is a lease, we determine if it is an operating lease or a finance lease. Subsequently, if the arrangement is modified, we re-evaluate our classification. At the commencement of a lease, we record a lease liability and corresponding right-of-use (“ROU”) asset in accordance with ASC 842 Leases. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. We have elected to include lease and non-lease components in determining our lease liability for all leased assets. Non-lease components are generally services that the lessor provides for the entity associated with the leased asset. For those leases with payments based on an index, the lease liability is determined using the index at lease commencement. Lease payments based on increases in the index subsequent to lease commencement are recognized as variable lease expense as they occur. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the measurement of ROU assets and operating lease liabilities. Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties. Variable payments for equipment leases relate primarily to hours, miles or other quantifiable usage factors, which are not determinable at the time the lease agreement is entered into. These variable payments are expensed as incurred. The present value of our lease liability is determined using our incremental borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are generally recognized in an amount equal to the lease liability. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized to earnings in a manner that results in a straight-line expense recognition in our consolidated statements of (loss) income . An ROU asset and lease liability are not recognized for leases with an initial term of 12 months or less, and we recognize lease expense for these leases on a straight-line basis over the lease term. All operating lease cash payments and finance lease cash payments related to the interest portion of the lease liability are recorded within cash flows from operating activities in the consolidated statements of cash flows. Finance lease cash payments related to the principal portion of the lease liability are recorded within cash flows from financing activities in the consolidated statements of cash flows. We test ROU assets for impairment whenever events or changes in circumstances indicate that the asset may be impaired. Our lease agreements do not include significant restrictions, covenants or residual value guarantees. Employee Benefit Plans We record annual income and expense amounts relating to our defined benefit pension plans and other post-employment benefit (“OPEB”) plans based on calculations which include various actuarial assumptions, including discount rates, mortality, assumed rates of return, compensation increases, turnover rates and healthcare cost trends. We review our actuarial assumptions on an annual basis, or whenever a remeasurement event occurs, and make modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into non-operating (expense) income, net over future periods. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience, market conditions and input from our actuaries and investment advisors. Refer to Note 12, Employee Benefits, for additional details. Equity Based Compensation Equity based compensation awarded to employees and non-employee directors is valued at fair value on the grant date and is recognized ratably over the requisite service period. For performance share units (“PSUs”), which vest based on the achievement of a company performance target during a performance period set by our Compensation Committee of our Board of Directors, we recognize compensation expense when it is probable the performance target will be achieved. Forfeitures are recognized as incurred, rather than estimated. Refer to Note 18 , Equity Based Compensation, for additional details. Earnings per Share Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock and the effect of dilutive potential common shares outstanding during the period, calculated using the treasury stock method. Dilutive potential common shares include outstanding restricted stock units (“RSUs”). PSUs are considered dilutive when the related performance criterion has been met. Financial Instruments We are exposed to certain risks relating to our ongoing business operations. From time to time, we may enter into various derivative instruments to mitigate certain risks under our risk management policies. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for speculative purposes. We terminate derivative instruments if the underlying asset or liability matures or is repaid, or if we determine the underlying forecasted transaction is no longer probable of occurring. Interest Rate Derivatives We manage interest rate risk by using interest rate derivative instruments. We enter into interest rate swaps (pay fixed, receive variable) to manage a portion of the interest rate risk associated with our variable rate borrowings. We record interest rate derivative instruments at fair value (Level 2) and on a gross basis in our consolidated balance sheets in other current or noncurrent assets or liabilities, depending on their duration. Cash flows from interest rate derivative instruments are classified as operating activities in our consolidated statements of cash flows based on the nature of the derivative instrument. We elected to use hedge accounting for the interest rate derivative instruments entered into during 2022. Accordingly, for such derivative instruments, the effective portion of the gain or loss on the open hedging instrument is recorded in other comprehensive income (loss) and is reclassified into earnings as interest expense, net when settled. Commodity Derivatives We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials or sources of energy. We periodically enter into commodity derivatives to manage such price risk. We record commodity derivative instruments at fair value (Level 2) and on a gross basis in our consolidated balance sheets in other current or noncurrent assets or liabilities, depending on their duration . Cash flows from commodity derivative instruments are classified as operating activities in our consolidated statements of cash flows based on the nature of the derivative instrument. Historically, we have not elected to use hedge accounting for our commodity derivatives. Accordingly, any unrealized gains or losses (mark-to-market impacts) and realized gains or losses are recorded in cost of sales in our consolidated statements of (loss) income. Income Taxes Our income tax benefit (expense) includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, tax loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse. The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies. We recognize tax benefits in our consolidated financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs. Foreign Operations Our consolidated financial statements are presented in U.S. dollars, which is our reporting currency. We translate the results of operations of our subsidiaries with functional currencies other than the U.S. dollar using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity within accumulated other comprehensive loss and transaction gains and losses in other income, net in our consolidated statements of (loss) income. Foreign currency translation balances reported within accumulated other comprehensive loss are recognized in the consolidated statements of (loss) income when the operation is disposed of or substantially liquidated. Fair Value Measurements and Disclosures Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Certain other assets are measured at fair value on a nonrecurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Our assets and liabilities measured at fair value on a recurring basis are presented in Note 11, Financial Instruments . Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts and other receivables, accounts payable, related party payables and accrued and other current liabilities approximate their carrying values due to the short-term nature of these instruments. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is: • Level 1: Valuations based on quoted prices for identical assets and liabilities in active markets. • Level 2: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3: Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. Recently Adopted Accounting Guidance In November 2023, the FASB issued ASU 2023-07 Segment Reporting - Improving Reportable Segment Disclosures (Topic 280). The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a retrospective basis to all prior periods presented in the financial statements. We are currently assessing the impact of adopting the updated provisions. In December 2023, the FASB issued ASU 2023-09 Income Taxes - Improvements to Income Tax Disclosures (Topic 740) requiring enhanced income tax disclosures. The ASU requires the disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. We are currently assessing the impact of the ASU on our related disclosures. We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3. Acquisitions and Dispositions Acquisition On October 1, 2021, we acquired 100 % of the outstanding ownership interests of Fabri-Kal LLC, Monarch Mill Pond LLC and Pure Pulp Products LLC (collectively, “Fabri-Kal”) for a purchase price of $ 378 million, including final adjustments for cash, indebtedness and working capital of $ 2 million, in total, which was paid during the year ended December 31, 2022. Fabri-Kal is a U.S. manufacturer of thermoformed plastic packaging products. Its products include food containers and drinkware (cold cups and lids) for the institutional foodservice and consumer packaged goods markets. The acquisition included four manufacturing facilities in the U.S. The acquisition broadened our portfolio of sustainable packaging products and expanded our manufacturing capacity to better serve our customers. The Fabri-Kal acquisition was accounted for under the acquisition method of accounting and the results of operations were included in our consolidated financial statements from the date of acquisition. Included in our consolidated statements of (loss) income are Fabri-Kal’s net revenues of $ 106 million and a loss before income taxes of $ 13 million from the date of acquisition through December 31, 2021. The following table summarizes the final purchase price allocation of the fair value of net tangible and intangible assets acquired and liabilities assumed: As of October 1, 2021 Cash and cash equivalents $ 3 Accounts receivable 46 Inventories 84 Other current assets 2 Property, plant and equipment 122 Operating lease right-of-use assets 31 Goodwill 69 Customer relationships 56 Trademarks 34 Deferred income taxes 10 Assets acquired $ 457 Accounts payable $ 17 Current portion of long-term debt 1 Current portion of operating lease liabilities 3 Accrued and other current liabilities 25 Long-term debt 1 Long-term operating lease liabilities 25 Long-term employee benefit obligations 6 Other noncurrent liabilities 1 Liabilities assumed $ 79 Total purchase price $ 378 We allocated finite-lived intangible assets acquired to the Foodservice segment which included $ 56 million of customer relationships with an estimated life of eight years and $ 34 million of trademarks with an estimated life of ten years . We increased the cost of acquired inventories by $ 12 million, all of which was expensed as a component of cost of sales during the year ended December 31, 2021. We allocated $ 69 million of goodwill to the Foodservice segment, of which $ 41 million is expected to be tax deductible. Goodwill arises principally as a result of expansion opportunities provided by Fabri-Kal’s manufacturing capacity to better serve our customers, in addition to plant operational synergies. The purchase price allocation in the table above is based on our final valuation analysis and reflects measurement period adjustments we recorded during the year ended December 31, 2022 which increased goodwill by $ 3 million. These adjustments related to reductions in inventories, property, plant and equipment and accrued and other current liabilities, and the related deferred tax effects. None of these adjustments were individually significant. Real property and personal property fair values were determined using the cost approach. The fair values for customer relationships at the acquisition date were determined using the multi-period excess earnings method under the income approach. Significant assumptions used in assessing the fair value of the customer relationships intangible asset were forecasted Adjusted EBITDA margins and contributory asset charges. Trademark fair values were determined using the relief from royalty method. The fair value measurements of intangible assets are based on significant unobservable inputs and thus represent Level 3 inputs. The following unaudited pro forma information shows our results of operations as if the Fabri-Kal acquisition had been completed as of January 1, 2020. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the amortization of the inventory fair value step-up and acquisition-related costs. Excluded from the 2021 pro forma results are $ 3 million of acquisition-related costs and $ 12 million of expense related to the step-up in the fair value of inventory incurred in connection with the acquisition as they have been included in the 2020 pro forma results. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. For the Years Ended December 31, 2021 2020 Pro forma net revenues from continuing operations $ 5,725 $ 5,001 Pro forma income (loss) from continuing operations before income taxes 55 ( 134 ) 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 year ended December 31, 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. The carrying amounts of the major classes of Beverage Merchandising Asia’s assets and liabilities as of December 31, 2021 comprised the following: As of December 31, 2021 Cash and cash equivalents $ 17 Current assets 53 Noncurrent assets 69 Total current assets held for sale $ 139 Current liabilities $ 28 Noncurrent liabilities 3 Total current liabilities held for sale $ 31 Income from operations before income taxes for Beverage Merchandising Asia for the years ended December 31, 2022 and 2021 were $ 13 million and $ 22 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 assets and liabilities of these businesses as held for sale and recognized an impairment charge of $ 56 million within restructuring, asset impairment and other related charges during the year ended December 31, 2022 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 in the first quarter of 2023, each for an immaterial amount. The carrying amounts of the closures businesses’ assets and liabilities held for sale as of December 31, 2022 were $ 6 million and $ 3 million, respectively. We recognized a partial reversal of the initial impairment charge of $ 1 million during the year ended December 31, 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 years ended December 31, 2023, 2022 and 2021 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 year ended December 31, 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 years ended December 31, 2022 and 2021 was immaterial. |
Restructuring, Asset Impairment
Restructuring, Asset Impairment and Other Related Charges | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Asset Impairment and Other Related Charges | Note 4. 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 certain 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 definitive timetable in relation to this process. As a result of the Beverage Merchandising Restructuring, we incurred charges during the year ended December 31, 2023, and we estimate we will incur further charges in future periods, as follows: For the Year Ended Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 274 $ 280 Other non-cash charges (3) 50 45 - 50 Total non-cash charges $ 324 325 - 330 Cash: Severance, termination and related costs 43 45 Exit, disposal and other transition costs (4) 103 105 - 115 Total cash charges 146 150 - 160 Total Beverage Merchandising Restructuring charges $ 470 $ 475 - 490 (1) We expect to incur any remaining charges during 2024. These charges include certain estimates that are provisional and include significant management judgments and assumptions that could change materially as we complete the execution of our plans. Actual results may differ from these estimates, and the completion 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 year ended December 31, 2023, we received $ 4 million in cash proceeds and recognized an immaterial gain on the sale of these assets. As of December 31, 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 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 consolidated statements of (loss) income as follows by segment: Food and Beverage Other Total For the Year Ended December 31, 2023 Cost of sales $ 299 $ — $ 299 Selling, general and administrative expenses 6 — 6 Restructuring, asset impairment and other related charges 157 14 171 Total $ 462 $ 14 $ 476 For the Year Ended December 31, 2022 Restructuring, asset impairment and other related charges $ 2 $ 56 $ 58 Total $ 2 $ 56 $ 58 For the Year Ended December 31, 2021 Cost of sales $ 24 $ — $ 24 Restructuring, asset impairment and other related charges 9 — 9 Total $ 33 $ — $ 33 For the year ended December 31, 2023, we recorded a non-cash impairment charge of $ 6 million related to our equity interests in a joint venture located in the Middle East region, which is reported within the Food and Beverage Merchandising operating segment. We concluded the impairment was other-than-temporary; accordingly, the carrying value of our equity interests was reduced to its fair value. The impairment arose due to our assessment of unfavorable economic developments related to the operations of the joint venture. For the year ended December 31, 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. The impairment arose as a result of our decision to sell the remaining closures businesses. In addition, we closed our El Salvador operations in the Food and Beverage Merchandising segment. As a result, we recognized $ 1 million for contractual termination benefits. During 2021, we announced the decision to close our coated groundwood paper production line located in our Pine Bluff, Arkansas mill and ceased manufacturing coated groundwood paper. As a result, we incurred a charge of $ 3 million for contractual termination benefits, accelerated plant and equipment depreciation expense of $ 24 million and other restructuring charges of $ 6 million during the year ended December 31, 2021. We also recognized $ 1 million for disassembly costs in the year ended December 31, 2022. The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the year ended December 31, 2023 : December 31, 2022 Charges to Earnings Cash Paid December 31, 2023 Severance, termination and related costs $ — $ 43 $ ( 34 ) $ 9 Exit, disposal and other transition costs — 103 ( 73 ) 30 Total (1) $ — $ 146 $ ( 107 ) $ 39 (1) Included $ 36 million classified within accrued and other current liabilities and $ 3 million classified within other noncurrent liabilities as of December 31, 2023. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. In ventories The components of inventories consisted of the following: As of December 31, 2023 2022 Raw materials $ 223 $ 260 Work in progress 67 101 Finished goods 465 596 Spare parts 97 105 Inventories $ 852 $ 1,062 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 6. Property, Pla nt and Equipment, Net Property, plant and equipment, net consisted of the following: As of December 31, 2023 2022 Land and land improvements $ 71 $ 72 Buildings and building improvements 690 661 Machinery and equipment 3,669 3,485 Construction in progress 193 189 Property, plant and equipment, at cost 4,623 4,407 Less: accumulated depreciation ( 3,112 ) ( 2,634 ) Property, plant and equipment, net $ 1,511 $ 1,773 Depreciation expense was recognized in the following components in the consolidated statements of (loss) income: For the Years Ended December 31, 2023 2022 2021 Cost of sales $ 508 $ 254 $ 265 Selling, general and administrative expenses 32 24 24 Total depreciation expense (1) $ 540 $ 278 $ 289 (1) For the year ended December 31, 2023, total depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7. Goodwill an d Intangible Assets Goodwill by reportable segment was as follows: Foodservice Food and Beverage Total Balance as of December 31, 2021 $ 990 $ 822 $ 1,812 Measurement period adjustments 3 — 3 Balance as of December 31, 2022 $ 993 $ 822 $ 1,815 Reclassified due to segment composition change ( 35 ) 35 — Balance as of December 31, 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 4, 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 20, 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. In analyzing the results of operations and business conditions of our reporting units as of December 31, 2023, each of the reporting units was reviewed for impairment using a quantitative assessment. No impairment was recorded for any reporting unit. Intangible assets, net consisted of the following: As of December 31, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,062 $ ( 698 ) $ 364 $ 1,060 $ ( 639 ) $ 421 Trademarks 42 ( 15 ) 27 42 ( 12 ) 30 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,111 $ ( 720 ) $ 391 $ 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 $ 1,724 $ ( 720 ) $ 1,004 $ 1,722 $ ( 658 ) $ 1,064 In analyzing our indefinite-lived intangible assets as of December 31, 2023, we elected to perform qualitative impairment analyses for all of our indefinite-lived intangible assets and no instances of impairment were identified. Amortization expense for intangible assets of $ 60 million , $ 61 million and $ 55 million for the years ended December 31, 2023, 2022 and 2021, respectively, was recognized in selling, general and administrative expenses. For the next five years, we estimate annual amortization expense as follows: 2024 $ 60 2025 58 2026 57 2027 57 2028 57 Total $ 289 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 8. Accrued and Ot her Current Liabilities Accrued and other current liabilities consisted of the following: As of December 31, 2023 2022 Personnel costs $ 134 $ 160 Rebates and credits 85 108 Restructuring costs (1) 36 — Interest 17 17 Other (2) 127 133 Accrued and other current liabilities $ 399 $ 418 (1) Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other includes items such as freight, utilities and other non-income related taxes. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 . Debt Debt consisted of the following: As of December 31, 2023 2022 Credit Agreement $ 1,680 $ 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 41 49 Total principal amount of borrowings 3,605 4,160 Deferred debt issuance costs (“DIC”) ( 11 ) ( 14 ) Original issue discounts, net of premiums (“OID”) ( 8 ) ( 10 ) 3,586 4,136 Less: current portion ( 15 ) ( 31 ) Long-term debt $ 3,571 $ 4,105 We were in compliance with all debt covenants during the years ended December 31, 2023 and 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 December 31, 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 $ 690 SOFR (floor of 0.000 %) + 3.250 % U.S. term loans Tranche B-3 September 24, 2028 $ 990 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 $ 535 million of our U.S. term loans Tranche B-2 during the year ended December 31, 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. In addition to quarterly amortization payments, during November 2023, we also made an early $ 5 million repayment of our U.S. term loans Tranche B-3 which was applied to the quarterly amortization payments due on December 31, 2023 and March 31, 2024. 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 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-3 for the years ended December 31, 2023, 2022 and 2021 were 8.35 %, 5.23 % and 4.00 %, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 for the years ended December 31, 2023, 2022 and 2021 were 8.28 %, 4.93 % and 3.35 %, respectively. I ncluding the impact of interest rate swap agreements, which were entered into in November and December 2022, the weighted average rates on our U.S. term loans for the years ended December 31, 2023 and 2022 were 7.80 % and 5.07 %, respectively . The weighted average contractual interest rate related to our U.S. term loans Tranche B-1 for the year ended December 31, 2021 was 2.86 %. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 11, 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 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, 2023. 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 December 31, 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 December 31, 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 In December 2022, we c ommenced and settled cash tender offers to purchase up to the maximum purchase price of $ 276 million and $ 200 million, including principal but excluding accrued and unpaid interest, at a price of 97.000 % of our 7.950 % Debentures due 2025 and our 8.375 % Debentures due 2027, respectively (collectively, the “Tender Offers”) . The aggregate principal amount of our 7.950 % Debentures due 2025 and our 8.375 % Debentures due 2027 validly tendered, accepted and settled was $ 92 million. Related to the Tender Offers, we recognized a gain on extinguishment of debt of $ 2 million within interest expense, net in respect of the tender price, net of the write-off of an insignificant amount of unamortized OID. 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 $ 41 million and $ 49 million as of December 31, 2023 and 2022, respectively. Scheduled Maturities Below is a schedule of required future repayments on our debt outstanding as of December 31, 2023: 2024 $ 15 2025 233 2026 706 2027 1,183 2028 1,457 Thereafter 11 Total principal amount of borrowings $ 3,605 Fair Value of Our Long-Term Debt The fair value of our long-term debt as of December 31, 2023 and 2022 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of December 31, 2023 2022 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 1,672 $ 1,687 $ 2,217 $ 2,206 Notes: 4.000 % Senior Secured Notes due 2027 995 942 993 890 4.375 % Senior Secured Notes due 2028 496 471 496 447 Pactiv Debentures: 7.950 % Debentures due 2025 216 221 215 210 8.375 % Debentures due 2027 166 172 166 162 Other 41 41 49 49 Total $ 3,586 $ 3,534 $ 4,136 $ 3,964 Interest Expense, Net Interest expense, net consisted of the following: For the Years Ended December 31, 2023 2022 2021 Interest expense: Credit Agreement $ 164 $ 115 $ 79 Notes 62 62 46 Pactiv Debentures 31 38 39 Interest income ( 12 ) ( 6 ) ( 2 ) Amortization of DIC and OID 5 4 5 Realized derivative gains ( 9 ) — — Other (1) 4 5 24 Interest expense, net $ 245 $ 218 $ 191 (1) Included $ 5 million of fees incurred during the year ended December 31, 2021 in relation to entering into a commitment letter with certain financial institutions for a senior secured incremental term loan facility in an aggregate principal amount of up to $ 300 million. The commitment letter terminated on September 24, 2021 . Also included $ 9 million of third party costs incurred during the year ended December 31, 2021 in relation to the incurrence of U.S. term loans Tranche B-3. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases We lease certain buildings, plant and equipment. Our leases have reasonably assured remaining lease terms of up to 12 years. Certain leases include options to renew for up to 20 years . As of December 31, 2023, there were no material lease transactions that we have entered into but had not yet commenced. Operating lease costs consisted of the following: For the Years Ended December 31, 2023 2022 2021 Operating lease costs $ 80 $ 82 $ 77 Variable lease costs 4 5 4 Short-term lease costs 15 14 15 Total operating lease costs $ 99 $ 101 $ 96 Future minimum lease payments under non-cancellable operating leases in effect as of December 31, 2023 were as follows: 2024 $ 79 2025 69 2026 61 2027 45 2028 and thereafter 75 Total undiscounted lease payments 329 Less: amounts representing interest ( 48 ) Present value of lease obligations $ 281 The weighted average remaining lease term and discount rate for operating leases were as follows: As of December 31, 2023 2022 Weighted average remaining lease term 5.0 years 5.2 years Weighted average discount rate 6.44 % 5.92 % During the years ended December 31, 2023, 2022 and 2021, new operating leases resulted in the recognition of ROU assets and corresponding lease liabilities of $ 71 million , $ 52 million and $ 48 million , respectively. Cash flows from operating activities included $ 80 million , $ 81 million and $ 75 million of payments for operating lease liabilities for the years ended December 31, 2023, 2022 and 2021 , respectively. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Note 11. Financ ial Instruments We had the following derivative instruments recorded at fair value in our consolidated balance sheets: As of December 31, 2023 2022 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 6 ) $ — $ ( 5 ) Interest rate derivatives 6 ( 6 ) 8 ( 9 ) Total fair value $ 6 $ ( 12 ) $ 8 $ ( 14 ) Classification: Other current assets $ 6 $ — $ 7 $ — Other noncurrent assets — — 1 — Accrued and other current liabilities — ( 5 ) — ( 3 ) Other noncurrent liabilities — ( 7 ) — ( 11 ) Total fair value $ 6 $ ( 12 ) $ 8 $ ( 14 ) As of December 31, 2023, our derivatives were 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 the 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 consolidated financial statements. During the year ended December 31, 2023, we recognized a realized gain of $ 9 million within interest expense, net, for our interest rate derivatives. There was no realized gain or loss for our interest rate derivatives during the year ended December 31, 2022. During the years ended December 31, 2023 and 2022, we recognized an unrealized gain of $ 9 million and an unrealized loss of $ 1 million , respectively, within other comprehensive income (loss), for our interest rate derivatives. At December 31, 2023, we expected to reclassify $ 4 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. During the years ended December 31, 2023, 2022 and 2021, we recognized unrealized losses of $ 1 million , $ 4 million and $ 7 million , respectively, in cost of sales, for our commodity swap contracts. The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2023: Type Unit of Measure Contracted Contracted Contracted Date of Natural gas swaps Million BTU 2,890,000 $ 4.63 - $ 5.37 Feb 2024 - Dec 2025 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Note 12. Empl oyee Benefits Our employee benefits comprise defined benefit pension plans, OPEB plans, defined contribution plans and multi-employer plans. Defined Benefit Pension and OPEB Plans We make contributions to defined benefit pension plans which define the level of pension benefit an employee will receive on retirement. The majority of our net pension plan liabilities are in the U.S. and subject to governmental regulations relating to the funding of retirement plans. Our largest pension plan is the PPPE. The PPPE was created on December 31, 2022 as a result of the merger of the Pactiv Evergreen Pension Plan, which was assumed in a 2010 acquisition, and a pension plan acquired as a result of the Fabri-Kal acquisition. This plan covers certain of our employees. It also covers former employees and employees of employers formerly related to the entity that we acquired in 2010. As a result, while persons who were not our employees do not accrue benefits under the plan, the total number of individuals/beneficiaries covered by this plan is much larger than it would be if only our current and former employees were eligible to participate. The PPPE comprises 96 % and 96 % of the present value of pension plan obligations and 99 % and 98 % of the fair value of plan assets as of December 31, 2023 and 2022, respectively. Accordingly, we have provided aggregated disclosures in respect of our plans on the basis that the plans are not exposed to materially different risks. We generally fund our retirement plans equal to the annual minimum funding requirements specified by government regulations covering each plan. We contributed an immaterial amount to the PPPE during the year ended December 31, 2023 , and we contributed $ 3 million to all other plans. We do not expect to make a contribution to the PPPE during the year ending December 31, 2024. Contributions during the year ending December 31, 2024 for all other defined benefit pension plans are estimated to be $ 3 million. Contributions during the year ending December 31, 2024 for OPEB plans are estimated to be $ 3 million. Future contributions will be dependent on future plan asset returns and interest rates and are highly sensitive to changes. Pension Partial Settlement Transactions On September 20, 2022, February 24, 2022 and July 21, 2021, using PPPE assets, we purchased non-participating group annuity contracts from insurance companies and transferred $ 656 million, $ 1,257 million and $ 959 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 have resulted in the recognition of non-cash settlement gains of $ 47 million, $ 10 million and $ 22 million, respectively. Obligations, Assets and Funded Status The following table sets forth changes in benefit obligations and the fair value of plan assets for our defined benefit pension and OPEB plans: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Change in benefit obligations: Projected benefit obligations as of January 1 $ 952 $ 3,418 $ 38 $ 49 Service cost 1 1 — — Interest cost 48 65 2 1 Benefits paid ( 41 ) ( 151 ) ( 2 ) ( 2 ) Settlements — ( 1,889 ) — — Divestitures — ( 5 ) — — Actuarial losses (gains) (1) 6 ( 485 ) ( 1 ) ( 10 ) Foreign currency exchange — ( 2 ) — — Projected benefit obligation as of December 31 $ 966 $ 952 $ 37 $ 38 Change in plan assets: Fair value of plan assets as of January 1 $ 941 $ 3,391 $ — $ — Actual return on plan assets 99 ( 407 ) — — Employer contributions 3 3 2 2 Benefits paid ( 41 ) ( 151 ) ( 2 ) ( 2 ) Settlements — ( 1,889 ) — — Divestitures — ( 5 ) — — Foreign currency exchange — ( 1 ) — — Fair value of plan assets as of December 31 $ 1,002 $ 941 $ — $ — Funded status as of December 31 $ 36 $ ( 11 ) $ ( 37 ) $ ( 38 ) (1) The actuarial losses (gains) for the years ended December 31, 2023 were primarily due to changes in the discount rate assumption and experience gains. The actuarial gains for the years ended December 31, 2022 were primarily due to changes in the discount rate assumption. Our defined benefit pension and OPEB obligations were included in our consolidated balance sheets as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Other noncurrent assets $ 62 $ 17 $ — $ — Accrued and other current liabilities ( 3 ) ( 4 ) ( 3 ) ( 3 ) Long-term employee benefit obligations ( 23 ) ( 24 ) ( 34 ) ( 35 ) $ 36 $ ( 11 ) $ ( 37 ) $ ( 38 ) Portions of our defined benefit pension and OPEB obligations have been recorded in AOCL as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Net actuarial gains $ ( 157 ) $ ( 103 ) $ ( 15 ) $ ( 16 ) Deferred income tax expense 40 26 5 5 $ ( 117 ) $ ( 77 ) $ ( 10 ) $ ( 11 ) The funded status of our defined benefit pension and OPEB plans with accumulated benefit obligation in excess of plan assets was as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Plan assets $ 9 $ 11 $ — $ — Projected benefit obligation 35 39 37 38 Accumulated benefit obligation 34 39 37 38 Under Funded Status Projected benefit obligation $ ( 26 ) $ ( 28 ) $ ( 37 ) $ ( 38 ) Accumulated benefit obligation $ ( 25 ) $ ( 28 ) $ ( 37 ) $ ( 38 ) Net periodic defined benefit pension and OPEB costs (income) consisted of the following: Pension Benefits OPEB For the Years Ended December 31, 2023 2022 2021 2023 2022 2021 Service cost $ 1 $ 1 $ 6 $ — $ — $ — Interest cost 48 65 101 2 1 1 Expected return on plan assets (1) ( 40 ) ( 58 ) ( 181 ) — — — Amortization of actuarial losses (gains) (2) — 1 — ( 2 ) ( 1 ) — Ongoing net periodic benefit cost (income) 9 9 ( 74 ) — — 1 Income due to settlements (3) — ( 57 ) ( 22 ) — — — Total net periodic benefit cost (income) $ 9 $ ( 48 ) $ ( 96 ) $ — $ — $ 1 (1) We have elected to use the actual fair value of plan assets as the market-related value in the determination of the expected return on plan assets. (2) Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are amortized over the estimated expected service period for active plans. For inactive plans they are amortized over the estimated life expectancy of the plan participants. (3) Income due to settlements resulted from the PPPE’s partial settlement transactions in 2022 and 2021. We present all non-service cost components of net periodic defined pension and OPEB costs (income) within non-operating (expense) income, net in our consolidated statements of (loss) income. Amounts recognized in other comprehensive (income) loss were as follows: Pension Benefits OPEB For the Years Ended December 31, 2023 2022 2021 2023 2022 2021 Net actuarial gains arising during the year (1)(2) $ ( 54 ) $ ( 20 ) $ ( 375 ) $ ( 1 ) $ ( 10 ) $ ( 2 ) Recognized net actuarial gains (3) — 55 22 2 1 — Deferred income tax expense (benefit) 14 ( 8 ) 86 — 2 1 Total recognized in other comprehensive (income) loss, net of tax $ ( 40 ) $ 27 $ ( 267 ) $ 1 $ ( 7 ) $ ( 1 ) (1) Net of AOCL reclassified upon sale of business. Refer to Note 14, Accumulated Other Comprehensive Loss , for additional details. (2) The net actuarial gain of $ 54 million on our pension plans during the year ended December 31, 2023 was primarily due to asset returns and experience gains, partially offset by a decrease in the discount rate. The net actuarial gains of $ 20 million on our pension plans during the year ended December 31, 2022 were primarily attributable to an increase in the discount rate, partially offset by asset returns. The net actuarial gains of $ 375 million on our pension plans during the year ended December 31, 2021 were primarily attributable to asset returns and an increase in the discount rate. (3) Comprises income due to settlements in 2022 and 2021 and amortization of actua rial gains. We used the following weighted average assumptions to determine our PPPE defined benefit pension and OPEB obligations: PPPE OPEB As of December 31, 2023 2022 2023 2022 Discount rate 5.03 % 5.22 % 4.97 % 5.15 % Rate of compensation increase 3.00 % 3.00 % N/A N/A We used the following weighted average assumptions to determine our PPPE net defined benefit pension and OPEB costs: PPPE OPEB For the Years Ended December 31, 2023 2022 (1) 2021 (1) 2023 2022 2021 Discount rate 5.22 % 2.81 % 2.40 % 5.15 % 2.81 % 2.45 % Rate of compensation increase 3.00 % 3.00 % 3.00 % N/A N/A N/A Expected long-term rate of return on plan assets 4.34 % 3.27 % 5.07 % N/A N/A N/A Healthcare cost trend rate N/A N/A N/A 7.00 % 6.70 % 6.90 % Ultimate trend rate N/A N/A N/A 4.50 % 4.50 % 4.50 % Year that the rate reaches the ultimate trend N/A N/A N/A 2032 2029 2029 (1) As discussed in the Partial Pension Settlement Transactions section above, we performed interim remeasurements of the PPPE’s projected benefit obligations and plan assets in July 2021, February 2022 and September 2022. After each interim remeasurement, the assumptions utilized in our PPPE net defined benefit pension costs were updated. While the rate of compensation increase remained at 3.00 % after each remeasurement, the discount rate and the expected long-term rate of return on plan assets were updated. The discount rate utilized was 2.64 %, 3.50 % and 5.00 % and the expected long-term rate of return on plan assets utilized was 4.50 %, 3.10 % and 4.00 % after the July 2021, February 2022 and September 2022 interim remeasurements, r espectively. The discount rate used reflects the expected future cash flows based on plan provisions and participant data as of the beginning of the plan year. The expected future cash flows for the PPPE are discounted by the Aon Hewitt above median yield curve for the years ended December 31 2023, 2022 and 2021. The yield curve is a hypothetical AA yield curve comprised of a series of annualized individual discount rates. The expected long-term return on PPPE assets was developed as a weighted average rate based on the target asset allocation of the plan and long-term capital market assumptions. The overall return for each asset class was developed by combining a long-term inflation component and the associated real rates. The development of the capital market assumptions utilized a variety of methodologies, including, but not limited to, historical analysis, expected economic growth outlook and market yield analysis. Our estimated future benefit payments for our defined benefit pension and OPEB plans as of December 31, 2023 were as follows: Pension Benefits OPEB 2024 $ 52 $ 3 2025 57 3 2026 61 3 2027 64 3 2028 67 3 2029-2033 326 13 Plan Assets Our investment strategy for the plan assets is to manage the assets in relation to the liabilities in order to pay retirement benefits to plan participants over the life of the plan. This is accomplished by identifying and managing the exposure to various market risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk while considering the liquidity needs of the plan. The target asset allocation for the PPPE for 2023 and forward is approximately 95 % fixed income and 5 % return-seeking assets, primarily property investments. The following table presents summarized details of plan assets and the fair value hierarchy of these assets. As of December 31, 2023 2022 Equity securities - Level 1 $ 2 $ 2 Bond ETFs - Level 1 7 34 Corporate bonds - Level 2 927 821 Property - Net Asset Value (1) 45 57 Other - Net Asset Value (1) 21 27 Total pension plan assets $ 1,002 $ 941 (1) Per ASU 2015-07, certain investments that are measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy. The accounting guidance on fair value measurements specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. The following is a description of the valuation methods and assumptions used to estimate the fair value of investments. • Common Stocks and Exchange Traded and Mutual Funds —The fair values of common stocks and exchange traded and mutual funds are determined by obtaining quoted prices on nationally and internationally recognized securities exchanges (Level 1 inputs). • Fixed Income Securities —Corporate bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings (Level 2 inputs). When quoted prices are not available for identical or similar bonds, the bond is valued using matrix pricing, a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Defined Contribution Plans We sponsor various defined contribution plans. Our expense relating to defined contribution plans was $ 35 million, $ 35 million and $ 33 million for the years ended December 31, 2023, 2022 and 2021, respectively. Multi-employer Plans—Withdrawal Liabilities As of December 31, 2023 and 2022 , we recognized a liability of $ 40 million and $ 42 million, respectively, in respect of our future obligations arising from the withdrawal from multi-employer pension plans which is included in other current and noncurrent liabilities. We expect to make payments of approximately $ 5 million annually over the next 12 years in respect of these obligations. |
Other Income, Net
Other Income, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Note 13. Othe r Income, Net Other income, net consisted of the following: For the Years Ended December 31, 2023 2022 2021 (Loss) gain on sale of businesses and noncurrent assets $ ( 2 ) $ 266 $ — Gain on legal settlement (1) — 15 — Other 4 — 20 Other income, net $ 2 $ 281 $ 20 (1) Reflects a gain, net of costs, arising from the settlement of a historical legal action. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitment s 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, statement of income or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, statement of income 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 15. Accumulated O ther Comprehensive Loss The following table summarizes the changes in our balances of each component of AOCL: For the Years Ended December 31, 2023 2022 2021 Currency translation adjustments: Balance as of beginning of year $ ( 189 ) $ ( 207 ) $ ( 189 ) Currency translation adjustments 26 ( 8 ) ( 7 ) Amounts reclassified from AOCL (1) — 26 ( 11 ) Other comprehensive income (loss) 26 18 ( 18 ) Balance as of end of year $ ( 163 ) $ ( 189 ) $ ( 207 ) Defined benefit plans: Balance as of beginning of year $ 88 $ 108 $ ( 160 ) Net actuarial gain arising during year 55 30 377 Deferred tax expense on net actuarial gain ( 14 ) ( 7 ) ( 92 ) Loss (gain) reclassified from AOCL: Reclassification upon sale of businesses (2) — 1 — Amortization of experience gains ( 2 ) — — Defined benefit plan settlement gain — ( 57 ) ( 22 ) Deferred tax expense on reclassification (3) — 13 5 Other comprehensive income (loss) 39 ( 20 ) 268 Balance as of end of year $ 127 $ 88 $ 108 Interest rate derivatives: Balance as of beginning of year $ ( 1 ) $ — $ — Net derivative gain (loss) 9 ( 1 ) — Deferred tax expense on net derivative gain (loss) ( 2 ) — — Gain reclassified from AOCL ( 9 ) — — Deferred tax expense on reclassification (3) 2 — — Other comprehensive loss — ( 1 ) — Balance as of end of year $ ( 1 ) $ ( 1 ) $ — AOCL Balance as of beginning of year $ ( 102 ) $ ( 99 ) $ ( 349 ) Other comprehensive income (loss) 65 ( 3 ) 250 Balance as of end of year $ ( 37 ) $ ( 102 ) $ ( 99 ) (1) The reclassification of currency translation adjustment amounts to earnings relates to the sales of various components of our remaining closures businesses during 2022 and 2021. Refer to Note 3, Acquisition and Dispositions , for additional details . (2) Reclassifications upon sale of businesses ar e recorded in other income, net. (3) Taxes reclassified to income are recorded in income tax benefit (expense). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. I ncome Taxes The components of (loss) income from continuing operations before income tax were as follows: For the Years Ended December 31, 2023 2022 2021 (Loss) income from continuing operations before income taxes: United States $ ( 308 ) $ 385 $ ( 41 ) Foreign 83 83 70 Total (loss) income from continuing operations before income taxes: $ ( 225 ) $ 468 $ 29 Significant components of income tax benefit (expense) from continuing operations were as follows: For the Years Ended December 31, 2023 2022 2021 Current: U.S. Federal $ ( 53 ) $ ( 28 ) $ 1 State and Local ( 12 ) ( 16 ) ( 3 ) Foreign ( 25 ) ( 24 ) ( 21 ) Total current income tax expense ( 90 ) ( 68 ) ( 23 ) Deferred: U.S. Federal 67 ( 82 ) 40 State and Local 21 ( 3 ) ( 17 ) Foreign 5 4 4 Total deferred income tax benefit (expense) 93 ( 81 ) 27 Total income tax benefit (expense) $ 3 $ ( 149 ) $ 4 A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21 % to our income tax benefit (expense) was as follows: For the Years Ended December 31, 2023 2022 2021 Income tax benefit (expense) using the U.S. federal 21 % $ 47 $ ( 98 ) $ ( 6 ) State and local taxes 10 ( 10 ) — Effect of tax rates in foreign jurisdictions ( 7 ) ( 6 ) ( 4 ) Non-deductible expenses ( 3 ) ( 1 ) ( 1 ) Non-deductible executive compensation ( 2 ) ( 3 ) ( 3 ) Tax exempt income and income at a reduced tax rate 2 1 3 Withholding taxes ( 3 ) ( 4 ) ( 4 ) Withholding taxes from sale of businesses — ( 23 ) — Tax rate modifications ( 1 ) ( 1 ) 1 Change in valuation allowance ( 48 ) ( 5 ) 15 Tax on unremitted earnings — ( 4 ) 10 Gain on sale of businesses — ( 8 ) — Change in uncertain tax positions ( 1 ) ( 1 ) ( 1 ) Over (under) provided in prior periods (1) 11 ( 1 ) ( 6 ) Expired deferred tax assets ( 7 ) ( 2 ) — Foreign tax credit — 13 — Other tax credits 3 2 2 Other 2 2 ( 2 ) Total income tax benefit (expense) $ 3 $ ( 149 ) $ 4 (1) For the tax year 2023 over (under) provided in prior periods was primarily driven by adjustments associated with state deferred taxes and is presented net of $ 8 million of expense resulting from an associated increase in valuation allowance. During the year ended December 31, 2023, our effective tax rate varied from the U.S. federal statutory income tax rate primarily as a result of the inability to recognize a tax benefit on all interest expense. During the year ended December 31, 2022, our effective tax rate varied from the U.S. federal statutory income tax rate primarily as a result of the impacts from the sale of businesses and the mix of book income and losses taxed at varying rates among the jurisdictions in which we operate. The tax impacts from the sale of businesses included withholding taxes and U.S. tax on capital gains partially offset by foreign tax credit. During the year ended December 31, 2021, our effective tax rate varied from the U.S. federal statutory income tax rate primarily as a result of the reduction in our valuation allowance and a reduction in deferred taxes for unremitted earnings, which was partially offset by the mix of income and losses taxed at varying rates among the jurisdictions in which we operate and nondeductible expenses. The decrease in the valuation allowance was primarily due to changes in the carrying value of the PPPE supporting the expected utilization of additional deferred interest deductions. The decrease in deferred taxes for unremitted earnings was primarily due to the pending divestitures of our equity interests in Naturepak Beverage and Beverage Merchandising Asia. Deferred Tax Assets and Liabilities Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes as well as tax attributes such as tax loss and tax credit carryforwards. The components of our net deferred income tax liability were as follows: As of December 31, 2023 2022 Deferred tax assets: Employee benefits $ 53 $ 63 Operating lease liabilities 61 60 Inventory 24 25 Reserves 33 24 Research and development 26 15 Tax losses 63 68 Tax credits 5 5 Interest 276 246 Other 2 — Total deferred tax assets 543 506 Valuation allowance ( 196 ) ( 140 ) Total deferred tax assets net of valuation allowance 347 366 Deferred tax liabilities Intangible assets ( 349 ) ( 366 ) Property, plant and equipment ( 163 ) ( 248 ) Operating lease right-of-use assets ( 57 ) ( 57 ) Other ( 9 ) ( 7 ) Total deferred tax liabilities ( 578 ) ( 678 ) Net deferred tax liabilities $ ( 231 ) $ ( 312 ) Tax loss and tax credit carryforwards, presented on a net tax effected basis, were as follows: As of December 31, 2023 2022 Tax loss carryforwards: Expires within 5 years $ 13 $ 15 Expires after 5 years or indefinite expiration 50 53 Total tax loss carryforwards $ 63 $ 68 Tax credit carryforwards: Expires within 5 years $ 1 $ 1 Expires after 5 years or indefinite expiration 4 4 Total tax credit carryforwards $ 5 $ 5 Deferred tax assets related to interest, tax loss carryovers and tax credit carryovers are available to offset future taxable earnings to the extent they are more-likely-than-not realizable. We have provided a valuation allowance to reduce the carrying value of certain of these deferred tax assets, as we have concluded that, based on the available evidence, it is more likely than not that the deferred tax assets will not be fully realized. Valuation allowances were $ 196 million and $ 140 million as of December 31, 2023 and 2022, respectively. The following table reflects changes in valuation allowance for the respective periods: For the Years Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 140 $ 140 $ 165 Expense (benefit) 56 5 ( 15 ) Write-off of net operating losses and other deferred tax assets — ( 5 ) ( 10 ) Balance at end of the year $ 196 $ 140 $ 140 The increase in valuation allowance during the year ended December 31, 2023 primarily related to changes in our deferred interest deductions. The increase in valuation allowance during the year ended December 31, 2022 primarily related to changes in the expected utilization of additional deferred interest deductions, offset by a decrease primarily related to the sale of our remaining closures businesses. Uncertain Tax Positions ASC 740 prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The following table summarizes the activity related to our gross unrecognized tax benefits: For the Years Ended December 31, 2023 2022 2021 Balance at beginning of the year $ 15 $ 16 $ 15 Increases related to business combinations — — 1 (Decrease) increase associated with positions taken during a prior year ( 1 ) — 1 Decrease related to sale of businesses — ( 1 ) — Lapse of statute of limitations — — ( 1 ) Balance at end of the year $ 14 $ 15 $ 16 Included in the balance of unrecognized tax benefits as of December 31, 2023, 2022 and 2021 , are $ 14 million, $ 15 million and $ 16 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Our policy is to include interest and penalties related to gross unrecognized tax benefits in income tax expense. Net interest expense related to unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 was $ 1 million, $ 1 million and $ 1 million, respectively. Accrued interest and penalties as of December 31, 2023 and 2022 were $ 4 million and $ 3 million, respectively. Each year we file income tax returns in the various federal, state, local and foreign income taxing jurisdictions in which we operate. In each jurisdiction our income tax returns are subject to examination and possible challenge by the tax authorities. Although 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. Currently, our 2016 and 2017 U.S. federal income tax returns are being examined by the Internal Revenue Service. We are currently subject to routine income tax examinations for U.S. federal, state, local and foreign jurisdictions for 2016 and forward. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. Related Party Transactions As of December 31, 2023, approximately 77 % of our shares are owned by PFL. Transactions with our related parties are detailed below. All related parties detailed below have a common ultimate controlling shareholder, except for the joint ventures. Income (expense) for the Balance Outstanding as of 2023 2022 2021 2023 2022 Joint ventures Included in other current assets $ 1 $ 3 Sale of goods and services (1) $ 5 $ 14 $ 27 Other common controlled entities Related party receivables 35 46 Sale of goods and services (2) 381 423 363 Rental income and transition services agreements (2) 4 4 11 Charges (3) 5 2 6 Related party payables ( 7 ) ( 6 ) Purchase of goods (2)(4) ( 80 ) ( 98 ) ( 112 ) Charges (3) ( 13 ) ( 13 ) ( 7 ) (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 for the year ended December 31, 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. (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. (4) Related party purchases are initially recorded as inventories and subsequently recorded to cost of sales utilizing the first-in, first-out method. |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Compensation | Note 18. Equity B ased Compensation We established the Pactiv Evergreen Inc. Equity Incentive Plan (the “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. T he maximum number of shares of common stock initially available for issuance under our Equity Incentive Plan was 9,079,395 shares. Additionally, the shares available for issuance under our Equity Incentive Plan may be increased on January 1 of each year equal to the lesser of (1) 1 % of the total outstanding shares of common stock as of the last day of the previous fiscal year or (2) such other amount as determined by our Compensation Committee. We did not elect to exercise this provision effective January 1, 2021 or January 1, 2022, but we did exercise this provision effective January 1, 2023 and January 1, 2024 , increasing the number of shares of common stock available for issuance under our Equity Incentive Plan by 1,779,261 and 1,785,570 , respectively. Equity based compensation costs were $ 31 million , $ 24 million and $ 11 million for the years ended December 31, 2023, 2022 and 2021, respectively, substantially all of which was recognized in selling, general and administrative expenses. Restricted Stock Units During the year ended December 31, 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 a service provider 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) 1,767 9.66 Forfeited ( 245 ) 12.05 Vested ( 798 ) 13.13 Non-vested, at December 31 2,707 $ 10.06 (1) Included 103 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 December 31, 2023 was $ 8 million , which is expected to be recognized over a weighted average period of 1.9 years. The total vest date fair value of shares that vested during the year ended December 31, 2023 was $ 8 million . Performance Share Units During the year ended December 31, 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 the performance metric. If the performance target is 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 a service provider 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) 1,784 9.66 Forfeited ( 93 ) 9.55 Non-vested, at December 31 2,846 $ 9.52 (1) Included 223 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 December 31, 2023 was $ 20 million , which is expected to be recognized over a weighted average period of 2.0 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 19. Earn ings per Share (Loss) earnings per share, including a reconciliation of the number of shares used for our (loss) earnings per share calculation, was as follows: For the Years Ended December 31, 2023 2022 2021 Numerator Net (loss) earnings attributable to common shareholders - continuing operations $ ( 225 ) $ 317 $ 31 Less: dividend-equivalents declared for equity based awards ( 3 ) ( 2 ) — Net (loss) earnings available to common shareholders - continuing operations ( 228 ) 315 31 Net earnings attributable to common shareholders - discontinued operations 2 1 ( 8 ) Total net (loss) earnings available to common shareholders $ ( 226 ) $ 316 $ 23 Denominator Weighted average number of shares outstanding - basic 178.7 177.8 177.4 Effect of dilutive securities — 0.6 0.3 Weighted average number of shares outstanding - diluted 178.7 178.4 177.7 (Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders From continuing operations Basic $ ( 1.28 ) $ 1.77 $ 0.17 Diluted $ ( 1.28 ) $ 1.77 $ 0.17 From discontinued operations Basic $ 0.02 $ 0.01 $ ( 0.04 ) Diluted $ 0.02 $ — $ ( 0.04 ) Total Basic $ ( 1.26 ) $ 1.78 $ 0.13 Diluted $ ( 1.26 ) $ 1.77 $ 0.13 For the years ended December 31, 2023, 2022 and 2021, the number of anti-dilutive potential common shares excluded from the calculation above totaled 0.9 million , 0.7 million and 0.5 million , respectively. Our Board of Directors declared a dividend of $ 0.10 per share on February 27, 2024 to be paid on March 29, 2024 to shareholders of record as of March 15, 2024 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 20. Segm ent 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 4, 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 - We previously 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 businesses, which generate revenue from the sale of caps and closures, and are presented as “Other”. As of March 31, 2023, we disposed all of the remaining components of our former closures businesses. 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, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash, gains or losses on certain legal settlements, business acquisition and integration costs and purchase accounting adjustments, operational process engineering-related consultancy costs and executive transition charges. Foodservice Food and Beverage Reportable 2023 Net revenues $ 2,571 $ 2,937 $ 5,508 Intersegment revenues — 83 83 Total reportable segment net revenues 2,571 3,020 5,591 Adjusted EBITDA 463 453 916 Depreciation & amortization (1) 180 414 594 Capital expenditures 96 172 268 Reportable segment assets 1,251 1,511 2,762 2022 Net revenues $ 2,748 $ 3,391 $ 6,139 Intersegment revenues — 158 158 Total reportable segment net revenues 2,748 3,549 6,297 Adjusted EBITDA 463 412 875 Depreciation & amortization 182 155 337 Capital expenditures 90 160 250 Reportable segment assets 1,385 1,884 3,269 2021 Net revenues $ 2,305 $ 3,030 $ 5,335 Intersegment revenues — 96 96 Total reportable segment net revenues 2,305 3,126 5,431 Adjusted EBITDA 290 277 567 Depreciation & amortization 167 174 341 Capital expenditures 106 166 272 Reportable segment assets 1,361 1,707 3,068 (1) For the year ended December 31, 2023, Food and Beverage Merchandising depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated GAAP (loss) income from continuing operations before income taxes: For the Years Ended December 31, 2023 2022 2021 Reportable segment Adjusted EBITDA $ 916 $ 875 $ 567 Other — 2 7 Unallocated ( 76 ) ( 92 ) ( 43 ) 840 785 531 Adjustments to reconcile to GAAP (loss) income from Interest expense, net ( 245 ) ( 218 ) ( 191 ) Depreciation and amortization (excluding Beverage Merchandising Restructuring-related charges) ( 327 ) ( 339 ) ( 344 ) Beverage Merchandising Restructuring charges ( 470 ) — — Other restructuring and asset impairment charges (reversals) ( 6 ) ( 58 ) ( 9 ) (Loss) gain on sale of business and noncurrent assets ( 2 ) 266 — Non-cash pension (expense) income ( 8 ) 49 101 Unrealized losses on derivatives ( 1 ) ( 4 ) ( 7 ) Foreign exchange losses on cash ( 6 ) ( 3 ) ( 2 ) Gain on legal settlement — 15 — Business acquisitions costs and purchase accounting adjustments — ( 6 ) ( 15 ) Operational process engineering-related consultancy costs — ( 9 ) ( 21 ) Executive transition charges — ( 2 ) ( 10 ) Costs associated with legacy sold facility — ( 6 ) — Other — ( 2 ) ( 4 ) (Loss) income from continuing operations before tax $ ( 225 ) $ 468 $ 29 The following table presents a reconciliation of reportable segment depreciation and amortization to consolidated depreciation and amortization: For the Years Ended December 31, 2023 2022 2021 Reportable segment depreciation and amortization $ 594 $ 337 $ 341 Unallocated / Other 6 2 3 Depreciation and amortization (1) $ 600 $ 339 $ 344 (1) For the year ended December 31, 2023, total depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. The following table presents a reconciliation of reportable segment capital expenditures to consolidated capital expenditures: For the Years Ended December 31, 2023 2022 2021 Reportable segment capital expenditures $ 268 $ 250 $ 272 Unallocated / Other 17 8 10 Capital expenditures $ 285 $ 258 $ 282 The following table presents a reconciliation of reportable segment assets to consolidated assets: As of December 31, 2023 2022 Reportable segment assets (1) $ 2,762 $ 3,269 Unallocated (2) 3,633 4,037 Total assets $ 6,395 $ 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, deferred income taxes, related party receivables and other noncurrent assets. Information in Relation to Products Net revenues by product line are as follows: For the Years Ended December 31, 2023 2022 2021 Foodservice Drinkware $ 1,174 $ 1,209 $ 914 Containers 929 1,034 959 Tableware 284 286 222 Serviceware and other 184 219 210 Food and Beverage Merchandising Cartons for fresh beverage products 714 822 834 Bakery/snack/produce/fruit containers 494 565 359 Meat trays 423 383 358 Tableware 411 439 390 Liquid packaging board 378 533 396 Prepared food trays 148 168 162 Egg cartons 136 119 93 Paper products 73 275 329 Other 243 245 205 Reportable segment net revenues 5,591 6,297 5,431 Other / Unallocated Other 2 81 102 Intersegment eliminations ( 83 ) ( 158 ) ( 96 ) Net revenues $ 5,510 $ 6,220 $ 5,437 Geographic Data Geographic data for net revenues (recognized based on location of our business operations) and long-lived assets (representing property, plant and equipment, net and operating lease ROU assets, net) are as follows: For the Years Ended December 31, 2023 2022 2021 Net revenues: United States $ 4,986 $ 5,507 $ 4,710 Rest of North America 522 535 447 Other 2 178 280 Net revenues $ 5,510 $ 6,220 $ 5,437 As of December 31, 2023 2022 Long-lived assets United States $ 1,651 $ 1,928 Rest of North America 123 107 Long-lived assets $ 1,774 $ 2,035 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events Footprint Optimization On February 29, 2024, we announced the Footprint Optimization, a restructuring plan approved by our Board of Directors to optimize our manufacturing and warehousing footprint that we expect will improve our operating efficiency and result in estimated run rate cost savings of $ 35 million by 2026. We expect to incur capital expenditures of $ 40 million to $ 45 million primarily during 2024 and 2025, to execute our plans. Additionally, we expect to incur total cash restructuring charges of $ 50 million to $ 65 million and total non-cash restructuring charges of $ 20 million to $ 40 million primarily during 2024 and 2025. The estimated ranges of restructuring charges 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 be different than 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. |
Business Combinations | Business Combinations We record business combinations using the acquisition method of accounting. All of the assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires us to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on our estimates and assumptions, as well as other information, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements may be exposed to potential impairment charges. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits with banks and highly liquid investments with original maturities of three months or less. Money market funds held in segregated accounts that are used as investments to satisfy specific obligations are classified as investments and recorded in other current and noncurrent assets on our consolidated balance sheets. We maintain our bank accounts with a relatively small number of high quality financial institutions. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated net of allowances for credit losses and primarily include trade receivables. In 2023, one customer in our Foodservice segment had sales that were approximately 10% of our consolidated net revenues and, as of December 31, 2023, 17 % of our consolidated accounts receivable net of allowances. No single customer comprised more than 10% of our consolidated net revenues in 2022 or 2021 . Specific customer provisions are made when a review of outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and our historical collection experience. |
Inventories | Inventories Inventories include raw materials, supplies, direct labor and manufacturing overhead associated with production and are stated at the lower of cost or net realizable value, utilizing the first-in, first-out method. In evaluating net realizable value, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors. |
Property, Plant and Equipment and Finite-Lived Intangible Assets | Property, Plant and Equipment and Finite-Lived Intangible Assets Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 15 years and buildings and building improvements over periods ranging from 10 to 40 years. Maintenance and repair costs are charged to expense as incurred. Major overhauls that extend the useful lives of existing assets are capitalized. When assets are retired or disposed, the cost and accumulated depreciation are eliminated and the resulting profit or loss is recognized in our consolidated statements of income. Finite-lived intangible assets, which primarily consist of customer relationships, are stated at historical cost and amortized using the straight-line method (which reflects the pattern of how the assets’ economic benefits are consumed) over the assets’ estimated useful lives which range from 8 to 20 years. We assess potential impairments to our long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In those circumstances, we perform an undiscounted cash flow analysis to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. An impaired asset is written down to its estimated fair value based upon the most recent information available. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. Long-lived assets which are part of a disposal group are presented as held for sale and are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets We test goodwill for impairment on an annual basis on December 31 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. For certain reporting units, we may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of this assessment, we consider various factors, including the excess of prior year estimates of fair value compared to carrying value, the effect of market or industry changes and the reporting units’ actual results compared to projected results. Based on this qualitative analysis, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying value, no further impairment testing is performed. For the year ended December 31, 2023, each of the reporting units was reviewed for impairment using a quantitative assessment. We compared each reporting unit’s fair value, estimated based on comparable company market valuations and expected future discounted cash flows to be generated by the reporting unit, to its carrying amount. If the carrying amount exceeds the reporting unit’s fair value, we would recognize an impairment loss for the amount by which the carrying amount exceeds the fair value. The results of the quantitative assessment of goodwill impairment during the fourth quarter indicated that the estimated fair values for each of the reporting units exceeded their respective carrying amounts. Therefore, no impairment charges were recognized. Our indefinite-lived intangible assets consist primarily of certain trademarks. We test indefinite-lived intangible assets for impairment on an annual basis on December 31 and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a trademark is less than its carrying amount. If potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using the relief-from-royalty method, using key assumptions including planned revenue growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value. For the year ended December 31, 2023, no instances of impairment were identified. |
Revenue Recognition | Revenue Recognition Our revenues are primarily derived from the sale of packaging products to customers. Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration we expect to receive. We consider the promise to transfer products to be our sole performance obligation. If the consideration agreed to in a contract includes a variable amount, we estimate the amount of consideration we expect to receive in exchange for transferring the promised goods to the customer using an expected value method. Our main sources of variable consideration are customer rebates and cash discounts. We base these estimates on anticipated performance and our best judgment at the time to the extent that it is probable that a significant reversal of revenue recognized will not occur. Estimates are monitored and adjusted each period until the incentives are realized. There are no material instances where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at the time of shipment, when title and risk of loss pass to the customer. A small number of our contracts are for sales of products which are customer specific and cannot be repurposed. Revenue for these products is recognized over time based on costs incurred plus a reasonable profit. This revenue represents approximately 3 % of our net revenues and has a relatively short period of time between the goods being manufactured and shipped to customers. Shipping and handling fees billed to a customer are recorded on a gross basis in net revenues with the corresponding shipping and handling costs included in cost of sales in the concurrent period as the revenue is recorded. Any taxes collected on behalf of government authorities are excluded from net revenues. We do not receive non-cash consideration for the sale of goods nor do we grant payment financing terms greater than one year. We consider purchase orders, which in some cases are governed by master supply agreements, to be the contracts with a customer. Key sales terms, such as pricing and quantities ordered, are established frequently, so most customer arrangements and related sales incentives have a duration of one year or shorter. We do not incur any significant costs to obtain a contract. We generally do not have any unbilled receivables at the end of a period. Refer to Note 20, Segment Information, for information regarding the disaggregation of revenue by products and geography. |
Restructuring Costs | Restructuring Costs We incur restructuring costs when we take action to exit or significantly curtail a part of our operations or change the deployment of assets or personnel. A restructuring charge can consist of, among others, an impairment or accelerated depreciation of affected assets, severance costs associated with reductions to our workforce, costs to terminate an operating lease or contract, charges for legal obligations from which no future benefit will be derived, transition labor costs and environmental remediation costs. Such restructuring activities are recorded when management has committed to an exit or reorganization plan and when termination benefits are probable and can be reasonably estimated based on circumstances at the time the restructuring plan is approved by management or when termination benefits are communicated. The accrual of both severance and exit costs requires the use of estimates. Though we believe that our estimates accurately reflect the anticipated costs, actual results may differ. |
Leases | Leases We determine if an arrangement is a lease or a service contract at inception. Where an arrangement is a lease, we determine if it is an operating lease or a finance lease. Subsequently, if the arrangement is modified, we re-evaluate our classification. At the commencement of a lease, we record a lease liability and corresponding right-of-use (“ROU”) asset in accordance with ASC 842 Leases. Lease liabilities represent the present value of our future lease payments over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. We have elected to include lease and non-lease components in determining our lease liability for all leased assets. Non-lease components are generally services that the lessor provides for the entity associated with the leased asset. For those leases with payments based on an index, the lease liability is determined using the index at lease commencement. Lease payments based on increases in the index subsequent to lease commencement are recognized as variable lease expense as they occur. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the measurement of ROU assets and operating lease liabilities. Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties. Variable payments for equipment leases relate primarily to hours, miles or other quantifiable usage factors, which are not determinable at the time the lease agreement is entered into. These variable payments are expensed as incurred. The present value of our lease liability is determined using our incremental borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are generally recognized in an amount equal to the lease liability. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized to earnings in a manner that results in a straight-line expense recognition in our consolidated statements of (loss) income . An ROU asset and lease liability are not recognized for leases with an initial term of 12 months or less, and we recognize lease expense for these leases on a straight-line basis over the lease term. All operating lease cash payments and finance lease cash payments related to the interest portion of the lease liability are recorded within cash flows from operating activities in the consolidated statements of cash flows. Finance lease cash payments related to the principal portion of the lease liability are recorded within cash flows from financing activities in the consolidated statements of cash flows. We test ROU assets for impairment whenever events or changes in circumstances indicate that the asset may be impaired. Our lease agreements do not include significant restrictions, covenants or residual value guarantees. |
Employee Benefit Plans | Employee Benefit Plans We record annual income and expense amounts relating to our defined benefit pension plans and other post-employment benefit (“OPEB”) plans based on calculations which include various actuarial assumptions, including discount rates, mortality, assumed rates of return, compensation increases, turnover rates and healthcare cost trends. We review our actuarial assumptions on an annual basis, or whenever a remeasurement event occurs, and make modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications on the value of plan obligations and assets is recognized immediately within other comprehensive income (loss) and amortized into non-operating (expense) income, net over future periods. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience, market conditions and input from our actuaries and investment advisors. Refer to Note 12, Employee Benefits, for additional details. |
Equity Based Compensation | Equity Based Compensation Equity based compensation awarded to employees and non-employee directors is valued at fair value on the grant date and is recognized ratably over the requisite service period. For performance share units (“PSUs”), which vest based on the achievement of a company performance target during a performance period set by our Compensation Committee of our Board of Directors, we recognize compensation expense when it is probable the performance target will be achieved. Forfeitures are recognized as incurred, rather than estimated. Refer to Note 18 , Equity Based Compensation, for additional details. |
Earnings per Share | Earnings per Share Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock and the effect of dilutive potential common shares outstanding during the period, calculated using the treasury stock method. Dilutive potential common shares include outstanding restricted stock units (“RSUs”). PSUs are considered dilutive when the related performance criterion has been met. |
Financial Instruments | Financial Instruments We are exposed to certain risks relating to our ongoing business operations. From time to time, we may enter into various derivative instruments to mitigate certain risks under our risk management policies. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for speculative purposes. We terminate derivative instruments if the underlying asset or liability matures or is repaid, or if we determine the underlying forecasted transaction is no longer probable of occurring. Interest Rate Derivatives We manage interest rate risk by using interest rate derivative instruments. We enter into interest rate swaps (pay fixed, receive variable) to manage a portion of the interest rate risk associated with our variable rate borrowings. We record interest rate derivative instruments at fair value (Level 2) and on a gross basis in our consolidated balance sheets in other current or noncurrent assets or liabilities, depending on their duration. Cash flows from interest rate derivative instruments are classified as operating activities in our consolidated statements of cash flows based on the nature of the derivative instrument. We elected to use hedge accounting for the interest rate derivative instruments entered into during 2022. Accordingly, for such derivative instruments, the effective portion of the gain or loss on the open hedging instrument is recorded in other comprehensive income (loss) and is reclassified into earnings as interest expense, net when settled. Commodity Derivatives We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials or sources of energy. We periodically enter into commodity derivatives to manage such price risk. We record commodity derivative instruments at fair value (Level 2) and on a gross basis in our consolidated balance sheets in other current or noncurrent assets or liabilities, depending on their duration . Cash flows from commodity derivative instruments are classified as operating activities in our consolidated statements of cash flows based on the nature of the derivative instrument. Historically, we have not elected to use hedge accounting for our commodity derivatives. Accordingly, any unrealized gains or losses (mark-to-market impacts) and realized gains or losses are recorded in cost of sales in our consolidated statements of (loss) income. |
Income Taxes | Income Taxes Our income tax benefit (expense) includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, tax loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse. The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies. We recognize tax benefits in our consolidated financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs. |
Foreign Operations | Foreign Operations Our consolidated financial statements are presented in U.S. dollars, which is our reporting currency. We translate the results of operations of our subsidiaries with functional currencies other than the U.S. dollar using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity within accumulated other comprehensive loss and transaction gains and losses in other income, net in our consolidated statements of (loss) income. Foreign currency translation balances reported within accumulated other comprehensive loss are recognized in the consolidated statements of (loss) income when the operation is disposed of or substantially liquidated. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Certain assets and liabilities are required to be recorded at fair value on a recurring basis. Certain other assets are measured at fair value on a nonrecurring basis. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Our assets and liabilities measured at fair value on a recurring basis are presented in Note 11, Financial Instruments . Assets measured at fair value on a nonrecurring basis include long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The fair value of cash and cash equivalents, accounts and other receivables, accounts payable, related party payables and accrued and other current liabilities approximate their carrying values due to the short-term nature of these instruments. The three-tier fair value hierarchy, which prioritizes valuation methodologies based on the reliability of the inputs, is: • Level 1: Valuations based on quoted prices for identical assets and liabilities in active markets. • Level 2: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3: Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In November 2023, the FASB issued ASU 2023-07 Segment Reporting - Improving Reportable Segment Disclosures (Topic 280). The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a retrospective basis to all prior periods presented in the financial statements. We are currently assessing the impact of adopting the updated provisions. In December 2023, the FASB issued ASU 2023-09 Income Taxes - Improvements to Income Tax Disclosures (Topic 740) requiring enhanced income tax disclosures. The ASU requires the disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. We are currently assessing the impact of the ASU on our related disclosures. We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Final Purchase Price Allocation | The following table summarizes the final purchase price allocation of the fair value of net tangible and intangible assets acquired and liabilities assumed: As of October 1, 2021 Cash and cash equivalents $ 3 Accounts receivable 46 Inventories 84 Other current assets 2 Property, plant and equipment 122 Operating lease right-of-use assets 31 Goodwill 69 Customer relationships 56 Trademarks 34 Deferred income taxes 10 Assets acquired $ 457 Accounts payable $ 17 Current portion of long-term debt 1 Current portion of operating lease liabilities 3 Accrued and other current liabilities 25 Long-term debt 1 Long-term operating lease liabilities 25 Long-term employee benefit obligations 6 Other noncurrent liabilities 1 Liabilities assumed $ 79 Total purchase price $ 378 |
Summary of Unaudited Pro Forma Information | The following unaudited pro forma information shows our results of operations as if the Fabri-Kal acquisition had been completed as of January 1, 2020. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the amortization of the inventory fair value step-up and acquisition-related costs. Excluded from the 2021 pro forma results are $ 3 million of acquisition-related costs and $ 12 million of expense related to the step-up in the fair value of inventory incurred in connection with the acquisition as they have been included in the 2020 pro forma results. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. For the Years Ended December 31, 2021 2020 Pro forma net revenues from continuing operations $ 5,725 $ 5,001 Pro forma income (loss) from continuing operations before income taxes 55 ( 134 ) |
Disposal Group, Held-for-sale, Not Discontinued Operations | Beverage Merchandising Asia | |
Summary of Discontinued Operations Financial Information | The carrying amounts of the major classes of Beverage Merchandising Asia’s assets and liabilities as of December 31, 2021 comprised the following: As of December 31, 2021 Cash and cash equivalents $ 17 Current assets 53 Noncurrent assets 69 Total current assets held for sale $ 139 Current liabilities $ 28 Noncurrent liabilities 3 Total current liabilities held for sale $ 31 |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairment and Other Related Charges (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2023, and we estimate we will incur further charges in future periods, as follows: For the Year Ended Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 274 $ 280 Other non-cash charges (3) 50 45 - 50 Total non-cash charges $ 324 325 - 330 Cash: Severance, termination and related costs 43 45 Exit, disposal and other transition costs (4) 103 105 - 115 Total cash charges 146 150 - 160 Total Beverage Merchandising Restructuring charges $ 470 $ 475 - 490 (1) We expect to incur any remaining charges during 2024. These charges include certain estimates that are provisional and include significant management judgments and assumptions that could change materially as we complete the execution of our plans. Actual results may differ from these estimates, and the completion 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 year ended December 31, 2023, we received $ 4 million in cash proceeds and recognized an immaterial gain on the sale of these assets. As of December 31, 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 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 consolidated statements of (loss) income as follows by segment: Food and Beverage Other Total For the Year Ended December 31, 2023 Cost of sales $ 299 $ — $ 299 Selling, general and administrative expenses 6 — 6 Restructuring, asset impairment and other related charges 157 14 171 Total $ 462 $ 14 $ 476 For the Year Ended December 31, 2022 Restructuring, asset impairment and other related charges $ 2 $ 56 $ 58 Total $ 2 $ 56 $ 58 For the Year Ended December 31, 2021 Cost of sales $ 24 $ — $ 24 Restructuring, asset impairment and other related charges 9 — 9 Total $ 33 $ — $ 33 The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the year ended December 31, 2023 : December 31, 2022 Charges to Earnings Cash Paid December 31, 2023 Severance, termination and related costs $ — $ 43 $ ( 34 ) $ 9 Exit, disposal and other transition costs — 103 ( 73 ) 30 Total (1) $ — $ 146 $ ( 107 ) $ 39 (1) Included $ 36 million classified within accrued and other current liabilities and $ 3 million classified within other noncurrent liabilities as of December 31, 2023. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventory | The components of inventories consisted of the following: As of December 31, 2023 2022 Raw materials $ 223 $ 260 Work in progress 67 101 Finished goods 465 596 Spare parts 97 105 Inventories $ 852 $ 1,062 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 2022 Land and land improvements $ 71 $ 72 Buildings and building improvements 690 661 Machinery and equipment 3,669 3,485 Construction in progress 193 189 Property, plant and equipment, at cost 4,623 4,407 Less: accumulated depreciation ( 3,112 ) ( 2,634 ) Property, plant and equipment, net $ 1,511 $ 1,773 Depreciation expense was recognized in the following components in the consolidated statements of (loss) income: For the Years Ended December 31, 2023 2022 2021 Cost of sales $ 508 $ 254 $ 265 Selling, general and administrative expenses 32 24 24 Total depreciation expense (1) $ 540 $ 278 $ 289 (1) For the year ended December 31, 2023, total depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 Balance as of December 31, 2021 $ 990 $ 822 $ 1,812 Measurement period adjustments 3 — 3 Balance as of December 31, 2022 $ 993 $ 822 $ 1,815 Reclassified due to segment composition change ( 35 ) 35 — Balance as of December 31, 2023 $ 958 $ 857 $ 1,815 |
Summary of Indefinite-Lived Intangible Assets | Intangible assets, net consisted of the following: As of December 31, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,062 $ ( 698 ) $ 364 $ 1,060 $ ( 639 ) $ 421 Trademarks 42 ( 15 ) 27 42 ( 12 ) 30 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,111 $ ( 720 ) $ 391 $ 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 $ 1,724 $ ( 720 ) $ 1,004 $ 1,722 $ ( 658 ) $ 1,064 |
Summary of Estimate Annual Amortization Expense | For the next five years, we estimate annual amortization expense as follows: 2024 $ 60 2025 58 2026 57 2027 57 2028 57 Total $ 289 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: As of December 31, 2023 2022 Personnel costs $ 134 $ 160 Rebates and credits 85 108 Restructuring costs (1) 36 — Interest 17 17 Other (2) 127 133 Accrued and other current liabilities $ 399 $ 418 (1) Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other includes items such as freight, utilities and other non-income related taxes. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: As of December 31, 2023 2022 Credit Agreement $ 1,680 $ 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 41 49 Total principal amount of borrowings 3,605 4,160 Deferred debt issuance costs (“DIC”) ( 11 ) ( 14 ) Original issue discounts, net of premiums (“OID”) ( 8 ) ( 10 ) 3,586 4,136 Less: current portion ( 15 ) ( 31 ) Long-term debt $ 3,571 $ 4,105 |
Summary of Components of the Credit Agreement | As of December 31, 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 $ 690 SOFR (floor of 0.000 %) + 3.250 % U.S. term loans Tranche B-3 September 24, 2028 $ 990 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 December 31, 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 December 31, 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 December 31, 2023: 2024 $ 15 2025 233 2026 706 2027 1,183 2028 1,457 Thereafter 11 Total principal amount of borrowings $ 3,605 |
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 December 31, 2023 2022 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 1,672 $ 1,687 $ 2,217 $ 2,206 Notes: 4.000 % Senior Secured Notes due 2027 995 942 993 890 4.375 % Senior Secured Notes due 2028 496 471 496 447 Pactiv Debentures: 7.950 % Debentures due 2025 216 221 215 210 8.375 % Debentures due 2027 166 172 166 162 Other 41 41 49 49 Total $ 3,586 $ 3,534 $ 4,136 $ 3,964 |
Interest Expense, Net | Interest expense, net consisted of the following: For the Years Ended December 31, 2023 2022 2021 Interest expense: Credit Agreement $ 164 $ 115 $ 79 Notes 62 62 46 Pactiv Debentures 31 38 39 Interest income ( 12 ) ( 6 ) ( 2 ) Amortization of DIC and OID 5 4 5 Realized derivative gains ( 9 ) — — Other (1) 4 5 24 Interest expense, net $ 245 $ 218 $ 191 (1) Included $ 5 million of fees incurred during the year ended December 31, 2021 in relation to entering into a commitment letter with certain financial institutions for a senior secured incremental term loan facility in an aggregate principal amount of up to $ 300 million. The commitment letter terminated on September 24, 2021 . Also included $ 9 million of third party costs incurred during the year ended December 31, 2021 in relation to the incurrence of U.S. term loans Tranche B-3. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Costs | Operating lease costs consisted of the following: For the Years Ended December 31, 2023 2022 2021 Operating lease costs $ 80 $ 82 $ 77 Variable lease costs 4 5 4 Short-term lease costs 15 14 15 Total operating lease costs $ 99 $ 101 $ 96 |
Summary of Future Minimum Lease Payments Under Non-cancellable Leases | Future minimum lease payments under non-cancellable operating leases in effect as of December 31, 2023 were as follows: 2024 $ 79 2025 69 2026 61 2027 45 2028 and thereafter 75 Total undiscounted lease payments 329 Less: amounts representing interest ( 48 ) Present value of lease obligations $ 281 |
Weighted Average Remaining Lease Term And Discount Rate For Operating Leases | The weighted average remaining lease term and discount rate for operating leases were as follows: As of December 31, 2023 2022 Weighted average remaining lease term 5.0 years 5.2 years Weighted average discount rate 6.44 % 5.92 % |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | We had the following derivative instruments recorded at fair value in our consolidated balance sheets: As of December 31, 2023 2022 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 6 ) $ — $ ( 5 ) Interest rate derivatives 6 ( 6 ) 8 ( 9 ) Total fair value $ 6 $ ( 12 ) $ 8 $ ( 14 ) Classification: Other current assets $ 6 $ — $ 7 $ — Other noncurrent assets — — 1 — Accrued and other current liabilities — ( 5 ) — ( 3 ) Other noncurrent liabilities — ( 7 ) — ( 11 ) Total fair value $ 6 $ ( 12 ) $ 8 $ ( 14 ) |
Summary of Outstanding Commodity Derivative Contracts | The following table provides the detail of outstanding commodity derivative contracts as of December 31, 2023: Type Unit of Measure Contracted Contracted Contracted Date of Natural gas swaps Million BTU 2,890,000 $ 4.63 - $ 5.37 Feb 2024 - Dec 2025 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Summary of Changes in Benefit Obligations and Fair Value of Plan Assets for Defined Benefit Pension and OPEB Plans | The following table sets forth changes in benefit obligations and the fair value of plan assets for our defined benefit pension and OPEB plans: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Change in benefit obligations: Projected benefit obligations as of January 1 $ 952 $ 3,418 $ 38 $ 49 Service cost 1 1 — — Interest cost 48 65 2 1 Benefits paid ( 41 ) ( 151 ) ( 2 ) ( 2 ) Settlements — ( 1,889 ) — — Divestitures — ( 5 ) — — Actuarial losses (gains) (1) 6 ( 485 ) ( 1 ) ( 10 ) Foreign currency exchange — ( 2 ) — — Projected benefit obligation as of December 31 $ 966 $ 952 $ 37 $ 38 Change in plan assets: Fair value of plan assets as of January 1 $ 941 $ 3,391 $ — $ — Actual return on plan assets 99 ( 407 ) — — Employer contributions 3 3 2 2 Benefits paid ( 41 ) ( 151 ) ( 2 ) ( 2 ) Settlements — ( 1,889 ) — — Divestitures — ( 5 ) — — Foreign currency exchange — ( 1 ) — — Fair value of plan assets as of December 31 $ 1,002 $ 941 $ — $ — Funded status as of December 31 $ 36 $ ( 11 ) $ ( 37 ) $ ( 38 ) (1) The actuarial losses (gains) for the years ended December 31, 2023 were primarily due to changes in the discount rate assumption and experience gains. The actuarial gains for the years ended December 31, 2022 were primarily due to changes in the discount rate assumption. |
Summary of Defined Benefit Pension and OPEB Obligations Included in Consolidated Balance Sheets | Our defined benefit pension and OPEB obligations were included in our consolidated balance sheets as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Other noncurrent assets $ 62 $ 17 $ — $ — Accrued and other current liabilities ( 3 ) ( 4 ) ( 3 ) ( 3 ) Long-term employee benefit obligations ( 23 ) ( 24 ) ( 34 ) ( 35 ) $ 36 $ ( 11 ) $ ( 37 ) $ ( 38 ) |
Summary of Defined Benefit Pension and OPEB Obligations Recorded in Accumulated Other Comprehensive Loss | Portions of our defined benefit pension and OPEB obligations have been recorded in AOCL as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Net actuarial gains $ ( 157 ) $ ( 103 ) $ ( 15 ) $ ( 16 ) Deferred income tax expense 40 26 5 5 $ ( 117 ) $ ( 77 ) $ ( 10 ) $ ( 11 ) |
Summary of Funded Status of Defined Benefit Pension and OPEB Plans with Accumulated Benefit Obligation in Excess of Plan Assets | The funded status of our defined benefit pension and OPEB plans with accumulated benefit obligation in excess of plan assets was as follows: Pension Benefits OPEB As of December 31, 2023 2022 2023 2022 Plan assets $ 9 $ 11 $ — $ — Projected benefit obligation 35 39 37 38 Accumulated benefit obligation 34 39 37 38 Under Funded Status Projected benefit obligation $ ( 26 ) $ ( 28 ) $ ( 37 ) $ ( 38 ) Accumulated benefit obligation $ ( 25 ) $ ( 28 ) $ ( 37 ) $ ( 38 ) |
Net Periodic Defined Benefit Pension and OPEB Costs (Income) | Net periodic defined benefit pension and OPEB costs (income) consisted of the following: Pension Benefits OPEB For the Years Ended December 31, 2023 2022 2021 2023 2022 2021 Service cost $ 1 $ 1 $ 6 $ — $ — $ — Interest cost 48 65 101 2 1 1 Expected return on plan assets (1) ( 40 ) ( 58 ) ( 181 ) — — — Amortization of actuarial losses (gains) (2) — 1 — ( 2 ) ( 1 ) — Ongoing net periodic benefit cost (income) 9 9 ( 74 ) — — 1 Income due to settlements (3) — ( 57 ) ( 22 ) — — — Total net periodic benefit cost (income) $ 9 $ ( 48 ) $ ( 96 ) $ — $ — $ 1 (1) We have elected to use the actual fair value of plan assets as the market-related value in the determination of the expected return on plan assets. (2) Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are amortized over the estimated expected service period for active plans. For inactive plans they are amortized over the estimated life expectancy of the plan participants. (3) Income due to settlements resulted from the PPPE’s partial settlement transactions in 2022 and 2021. We present all non-service cost components of net periodic defined pension and OPEB costs (income) within non-operating (expense) income, net in our consolidated statements of (loss) income. |
Summary of Amounts recognized in Other Comprehensive (Income) Loss | Amounts recognized in other comprehensive (income) loss were as follows: Pension Benefits OPEB For the Years Ended December 31, 2023 2022 2021 2023 2022 2021 Net actuarial gains arising during the year (1)(2) $ ( 54 ) $ ( 20 ) $ ( 375 ) $ ( 1 ) $ ( 10 ) $ ( 2 ) Recognized net actuarial gains (3) — 55 22 2 1 — Deferred income tax expense (benefit) 14 ( 8 ) 86 — 2 1 Total recognized in other comprehensive (income) loss, net of tax $ ( 40 ) $ 27 $ ( 267 ) $ 1 $ ( 7 ) $ ( 1 ) (1) Net of AOCL reclassified upon sale of business. Refer to Note 14, Accumulated Other Comprehensive Loss , for additional details. (2) The net actuarial gain of $ 54 million on our pension plans during the year ended December 31, 2023 was primarily due to asset returns and experience gains, partially offset by a decrease in the discount rate. The net actuarial gains of $ 20 million on our pension plans during the year ended December 31, 2022 were primarily attributable to an increase in the discount rate, partially offset by asset returns. The net actuarial gains of $ 375 million on our pension plans during the year ended December 31, 2021 were primarily attributable to asset returns and an increase in the discount rate. (3) Comprises income due to settlements in 2022 and 2021 and amortization of actua rial gains. |
Summary of Weighted-Average Assumptions to Determine Our PPPE Net Defined Benefit Pension and OPEB Costs and Obligations | We used the following weighted average assumptions to determine our PPPE defined benefit pension and OPEB obligations: PPPE OPEB As of December 31, 2023 2022 2023 2022 Discount rate 5.03 % 5.22 % 4.97 % 5.15 % Rate of compensation increase 3.00 % 3.00 % N/A N/A We used the following weighted average assumptions to determine our PPPE net defined benefit pension and OPEB costs: PPPE OPEB For the Years Ended December 31, 2023 2022 (1) 2021 (1) 2023 2022 2021 Discount rate 5.22 % 2.81 % 2.40 % 5.15 % 2.81 % 2.45 % Rate of compensation increase 3.00 % 3.00 % 3.00 % N/A N/A N/A Expected long-term rate of return on plan assets 4.34 % 3.27 % 5.07 % N/A N/A N/A Healthcare cost trend rate N/A N/A N/A 7.00 % 6.70 % 6.90 % Ultimate trend rate N/A N/A N/A 4.50 % 4.50 % 4.50 % Year that the rate reaches the ultimate trend N/A N/A N/A 2032 2029 2029 (1) As discussed in the Partial Pension Settlement Transactions section above, we performed interim remeasurements of the PPPE’s projected benefit obligations and plan assets in July 2021, February 2022 and September 2022. After each interim remeasurement, the assumptions utilized in our PPPE net defined benefit pension costs were updated. While the rate of compensation increase remained at 3.00 % after each remeasurement, the discount rate and the expected long-term rate of return on plan assets were updated. The discount rate utilized was 2.64 %, 3.50 % and 5.00 % and the expected long-term rate of return on plan assets utilized was 4.50 %, 3.10 % and 4.00 % after the July 2021, February 2022 and September 2022 interim remeasurements, r espectively. |
Summary of Estimated Future Benefit Payments for Defined Benefit Pension and OPEB Plans | Our estimated future benefit payments for our defined benefit pension and OPEB plans as of December 31, 2023 were as follows: Pension Benefits OPEB 2024 $ 52 $ 3 2025 57 3 2026 61 3 2027 64 3 2028 67 3 2029-2033 326 13 |
Summarized Details of Plan Assets | The following table presents summarized details of plan assets and the fair value hierarchy of these assets. As of December 31, 2023 2022 Equity securities - Level 1 $ 2 $ 2 Bond ETFs - Level 1 7 34 Corporate bonds - Level 2 927 821 Property - Net Asset Value (1) 45 57 Other - Net Asset Value (1) 21 27 Total pension plan assets $ 1,002 $ 941 (1) Per ASU 2015-07, certain investments that are measured at fair value using the net asset value per share practical expedient have not been categorized in the fair value hierarchy. |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net consisted of the following: For the Years Ended December 31, 2023 2022 2021 (Loss) gain on sale of businesses and noncurrent assets $ ( 2 ) $ 266 $ — Gain on legal settlement (1) — 15 — Other 4 — 20 Other income, net $ 2 $ 281 $ 20 (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) | 12 Months Ended |
Dec. 31, 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 Years Ended December 31, 2023 2022 2021 Currency translation adjustments: Balance as of beginning of year $ ( 189 ) $ ( 207 ) $ ( 189 ) Currency translation adjustments 26 ( 8 ) ( 7 ) Amounts reclassified from AOCL (1) — 26 ( 11 ) Other comprehensive income (loss) 26 18 ( 18 ) Balance as of end of year $ ( 163 ) $ ( 189 ) $ ( 207 ) Defined benefit plans: Balance as of beginning of year $ 88 $ 108 $ ( 160 ) Net actuarial gain arising during year 55 30 377 Deferred tax expense on net actuarial gain ( 14 ) ( 7 ) ( 92 ) Loss (gain) reclassified from AOCL: Reclassification upon sale of businesses (2) — 1 — Amortization of experience gains ( 2 ) — — Defined benefit plan settlement gain — ( 57 ) ( 22 ) Deferred tax expense on reclassification (3) — 13 5 Other comprehensive income (loss) 39 ( 20 ) 268 Balance as of end of year $ 127 $ 88 $ 108 Interest rate derivatives: Balance as of beginning of year $ ( 1 ) $ — $ — Net derivative gain (loss) 9 ( 1 ) — Deferred tax expense on net derivative gain (loss) ( 2 ) — — Gain reclassified from AOCL ( 9 ) — — Deferred tax expense on reclassification (3) 2 — — Other comprehensive loss — ( 1 ) — Balance as of end of year $ ( 1 ) $ ( 1 ) $ — AOCL Balance as of beginning of year $ ( 102 ) $ ( 99 ) $ ( 349 ) Other comprehensive income (loss) 65 ( 3 ) 250 Balance as of end of year $ ( 37 ) $ ( 102 ) $ ( 99 ) (1) The reclassification of currency translation adjustment amounts to earnings relates to the sales of various components of our remaining closures businesses during 2022 and 2021. Refer to Note 3, Acquisition and Dispositions , for additional details . (2) Reclassifications upon sale of businesses ar e recorded in other income, net. (3) Taxes reclassified to income are recorded in income tax benefit (expense). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of (Loss) Income from Continuing Operations before Income Tax | The components of (loss) income from continuing operations before income tax were as follows: For the Years Ended December 31, 2023 2022 2021 (Loss) income from continuing operations before income taxes: United States $ ( 308 ) $ 385 $ ( 41 ) Foreign 83 83 70 Total (loss) income from continuing operations before income taxes: $ ( 225 ) $ 468 $ 29 |
Schedule of Significant Components of Income Tax (Expense) Benefit from Continuing Operations | Significant components of income tax benefit (expense) from continuing operations were as follows: For the Years Ended December 31, 2023 2022 2021 Current: U.S. Federal $ ( 53 ) $ ( 28 ) $ 1 State and Local ( 12 ) ( 16 ) ( 3 ) Foreign ( 25 ) ( 24 ) ( 21 ) Total current income tax expense ( 90 ) ( 68 ) ( 23 ) Deferred: U.S. Federal 67 ( 82 ) 40 State and Local 21 ( 3 ) ( 17 ) Foreign 5 4 4 Total deferred income tax benefit (expense) 93 ( 81 ) 27 Total income tax benefit (expense) $ 3 $ ( 149 ) $ 4 |
Schedule of Reconciliation of Income Taxes Computed | A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21 % to our income tax benefit (expense) was as follows: For the Years Ended December 31, 2023 2022 2021 Income tax benefit (expense) using the U.S. federal 21 % $ 47 $ ( 98 ) $ ( 6 ) State and local taxes 10 ( 10 ) — Effect of tax rates in foreign jurisdictions ( 7 ) ( 6 ) ( 4 ) Non-deductible expenses ( 3 ) ( 1 ) ( 1 ) Non-deductible executive compensation ( 2 ) ( 3 ) ( 3 ) Tax exempt income and income at a reduced tax rate 2 1 3 Withholding taxes ( 3 ) ( 4 ) ( 4 ) Withholding taxes from sale of businesses — ( 23 ) — Tax rate modifications ( 1 ) ( 1 ) 1 Change in valuation allowance ( 48 ) ( 5 ) 15 Tax on unremitted earnings — ( 4 ) 10 Gain on sale of businesses — ( 8 ) — Change in uncertain tax positions ( 1 ) ( 1 ) ( 1 ) Over (under) provided in prior periods (1) 11 ( 1 ) ( 6 ) Expired deferred tax assets ( 7 ) ( 2 ) — Foreign tax credit — 13 — Other tax credits 3 2 2 Other 2 2 ( 2 ) Total income tax benefit (expense) $ 3 $ ( 149 ) $ 4 (1) For the tax year 2023 over (under) provided in prior periods was primarily driven by adjustments associated with state deferred taxes and is presented net of $ 8 million of expense resulting from an associated increase in valuation allowance. |
Schedule of Components of Net Deferred Income Tax Liability | The components of our net deferred income tax liability were as follows: As of December 31, 2023 2022 Deferred tax assets: Employee benefits $ 53 $ 63 Operating lease liabilities 61 60 Inventory 24 25 Reserves 33 24 Research and development 26 15 Tax losses 63 68 Tax credits 5 5 Interest 276 246 Other 2 — Total deferred tax assets 543 506 Valuation allowance ( 196 ) ( 140 ) Total deferred tax assets net of valuation allowance 347 366 Deferred tax liabilities Intangible assets ( 349 ) ( 366 ) Property, plant and equipment ( 163 ) ( 248 ) Operating lease right-of-use assets ( 57 ) ( 57 ) Other ( 9 ) ( 7 ) Total deferred tax liabilities ( 578 ) ( 678 ) Net deferred tax liabilities $ ( 231 ) $ ( 312 ) |
Schedule of Tax Loss and Tax Credit Carryforwards Presented on Net Tax Effected Basis | Tax loss and tax credit carryforwards, presented on a net tax effected basis, were as follows: As of December 31, 2023 2022 Tax loss carryforwards: Expires within 5 years $ 13 $ 15 Expires after 5 years or indefinite expiration 50 53 Total tax loss carryforwards $ 63 $ 68 Tax credit carryforwards: Expires within 5 years $ 1 $ 1 Expires after 5 years or indefinite expiration 4 4 Total tax credit carryforwards $ 5 $ 5 |
Summary of Changes in Valuation Allowance | The following table reflects changes in valuation allowance for the respective periods: For the Years Ended December 31, 2023 2022 2021 Balance at the beginning of the year $ 140 $ 140 $ 165 Expense (benefit) 56 5 ( 15 ) Write-off of net operating losses and other deferred tax assets — ( 5 ) ( 10 ) Balance at end of the year $ 196 $ 140 $ 140 |
Summary of Activity Related to Gross Unrecognized Tax Benefits | The following table summarizes the activity related to our gross unrecognized tax benefits: For the Years Ended December 31, 2023 2022 2021 Balance at beginning of the year $ 15 $ 16 $ 15 Increases related to business combinations — — 1 (Decrease) increase associated with positions taken during a prior year ( 1 ) — 1 Decrease related to sale of businesses — ( 1 ) — Lapse of statute of limitations — — ( 1 ) Balance at end of the year $ 14 $ 15 $ 16 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Income (expense) for the Balance Outstanding as of 2023 2022 2021 2023 2022 Joint ventures Included in other current assets $ 1 $ 3 Sale of goods and services (1) $ 5 $ 14 $ 27 Other common controlled entities Related party receivables 35 46 Sale of goods and services (2) 381 423 363 Rental income and transition services agreements (2) 4 4 11 Charges (3) 5 2 6 Related party payables ( 7 ) ( 6 ) Purchase of goods (2)(4) ( 80 ) ( 98 ) ( 112 ) Charges (3) ( 13 ) ( 13 ) ( 7 ) (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 for the year ended December 31, 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. (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. (4) Related party purchases are initially recorded as inventories and subsequently recorded to cost of sales utilizing the first-in, first-out method. |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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) 1,767 9.66 Forfeited ( 245 ) 12.05 Vested ( 798 ) 13.13 Non-vested, at December 31 2,707 $ 10.06 (1) Included 103 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) 1,784 9.66 Forfeited ( 93 ) 9.55 Non-vested, at December 31 2,846 $ 9.52 (1) Included 223 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) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of the Basic and Diluted (Loss) Earnings Per Share | (Loss) earnings per share, including a reconciliation of the number of shares used for our (loss) earnings per share calculation, was as follows: For the Years Ended December 31, 2023 2022 2021 Numerator Net (loss) earnings attributable to common shareholders - continuing operations $ ( 225 ) $ 317 $ 31 Less: dividend-equivalents declared for equity based awards ( 3 ) ( 2 ) — Net (loss) earnings available to common shareholders - continuing operations ( 228 ) 315 31 Net earnings attributable to common shareholders - discontinued operations 2 1 ( 8 ) Total net (loss) earnings available to common shareholders $ ( 226 ) $ 316 $ 23 Denominator Weighted average number of shares outstanding - basic 178.7 177.8 177.4 Effect of dilutive securities — 0.6 0.3 Weighted average number of shares outstanding - diluted 178.7 178.4 177.7 (Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders From continuing operations Basic $ ( 1.28 ) $ 1.77 $ 0.17 Diluted $ ( 1.28 ) $ 1.77 $ 0.17 From discontinued operations Basic $ 0.02 $ 0.01 $ ( 0.04 ) Diluted $ 0.02 $ — $ ( 0.04 ) Total Basic $ ( 1.26 ) $ 1.78 $ 0.13 Diluted $ ( 1.26 ) $ 1.77 $ 0.13 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Foodservice Food and Beverage Reportable 2023 Net revenues $ 2,571 $ 2,937 $ 5,508 Intersegment revenues — 83 83 Total reportable segment net revenues 2,571 3,020 5,591 Adjusted EBITDA 463 453 916 Depreciation & amortization (1) 180 414 594 Capital expenditures 96 172 268 Reportable segment assets 1,251 1,511 2,762 2022 Net revenues $ 2,748 $ 3,391 $ 6,139 Intersegment revenues — 158 158 Total reportable segment net revenues 2,748 3,549 6,297 Adjusted EBITDA 463 412 875 Depreciation & amortization 182 155 337 Capital expenditures 90 160 250 Reportable segment assets 1,385 1,884 3,269 2021 Net revenues $ 2,305 $ 3,030 $ 5,335 Intersegment revenues — 96 96 Total reportable segment net revenues 2,305 3,126 5,431 Adjusted EBITDA 290 277 567 Depreciation & amortization 167 174 341 Capital expenditures 106 166 272 Reportable segment assets 1,361 1,707 3,068 (1) For the year ended December 31, 2023, Food and Beverage Merchandising depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Reconciliation of Operating Profit (Loss) | The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated GAAP (loss) income from continuing operations before income taxes: For the Years Ended December 31, 2023 2022 2021 Reportable segment Adjusted EBITDA $ 916 $ 875 $ 567 Other — 2 7 Unallocated ( 76 ) ( 92 ) ( 43 ) 840 785 531 Adjustments to reconcile to GAAP (loss) income from Interest expense, net ( 245 ) ( 218 ) ( 191 ) Depreciation and amortization (excluding Beverage Merchandising Restructuring-related charges) ( 327 ) ( 339 ) ( 344 ) Beverage Merchandising Restructuring charges ( 470 ) — — Other restructuring and asset impairment charges (reversals) ( 6 ) ( 58 ) ( 9 ) (Loss) gain on sale of business and noncurrent assets ( 2 ) 266 — Non-cash pension (expense) income ( 8 ) 49 101 Unrealized losses on derivatives ( 1 ) ( 4 ) ( 7 ) Foreign exchange losses on cash ( 6 ) ( 3 ) ( 2 ) Gain on legal settlement — 15 — Business acquisitions costs and purchase accounting adjustments — ( 6 ) ( 15 ) Operational process engineering-related consultancy costs — ( 9 ) ( 21 ) Executive transition charges — ( 2 ) ( 10 ) Costs associated with legacy sold facility — ( 6 ) — Other — ( 2 ) ( 4 ) (Loss) income from continuing operations before tax $ ( 225 ) $ 468 $ 29 |
Reconciliation of Reportable Segment Depreciation and Amortization to Consolidated Depreciation and Amortization from Continuing Operations | The following table presents a reconciliation of reportable segment depreciation and amortization to consolidated depreciation and amortization: For the Years Ended December 31, 2023 2022 2021 Reportable segment depreciation and amortization $ 594 $ 337 $ 341 Unallocated / Other 6 2 3 Depreciation and amortization (1) $ 600 $ 339 $ 344 (1) For the year ended December 31, 2023, total depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Reconciliation of Reportable Segment Capital Expenditures to Consolidated Capital Expenditures | The following table presents a reconciliation of reportable segment capital expenditures to consolidated capital expenditures: For the Years Ended December 31, 2023 2022 2021 Reportable segment capital expenditures $ 268 $ 250 $ 272 Unallocated / Other 17 8 10 Capital expenditures $ 285 $ 258 $ 282 |
Reconciliation of Assets from Segment to Consolidated | The following table presents a reconciliation of reportable segment assets to consolidated assets: As of December 31, 2023 2022 Reportable segment assets (1) $ 2,762 $ 3,269 Unallocated (2) 3,633 4,037 Total assets $ 6,395 $ 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, deferred income taxes, related party receivables and other noncurrent assets. |
Summary of Net Revenues by Product Line | Net revenues by product line are as follows: For the Years Ended December 31, 2023 2022 2021 Foodservice Drinkware $ 1,174 $ 1,209 $ 914 Containers 929 1,034 959 Tableware 284 286 222 Serviceware and other 184 219 210 Food and Beverage Merchandising Cartons for fresh beverage products 714 822 834 Bakery/snack/produce/fruit containers 494 565 359 Meat trays 423 383 358 Tableware 411 439 390 Liquid packaging board 378 533 396 Prepared food trays 148 168 162 Egg cartons 136 119 93 Paper products 73 275 329 Other 243 245 205 Reportable segment net revenues 5,591 6,297 5,431 Other / Unallocated Other 2 81 102 Intersegment eliminations ( 83 ) ( 158 ) ( 96 ) Net revenues $ 5,510 $ 6,220 $ 5,437 |
Geographic Data for Net Revenues and Long-lived Assets and Operating Lease ROU Assets, Net | Geographic data for net revenues (recognized based on location of our business operations) and long-lived assets (representing property, plant and equipment, net and operating lease ROU assets, net) are as follows: For the Years Ended December 31, 2023 2022 2021 Net revenues: United States $ 4,986 $ 5,507 $ 4,710 Rest of North America 522 535 447 Other 2 178 280 Net revenues $ 5,510 $ 6,220 $ 5,437 As of December 31, 2023 2022 Long-lived assets United States $ 1,651 $ 1,928 Rest of North America 123 107 Long-lived assets $ 1,774 $ 2,035 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Restricted cash, current | $ 2 | ||
Restricted cash, noncurrent | $ 21 | $ 24 | $ 24 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Customer | Dec. 31, 2022 Customer | Dec. 31, 2021 Customer | |
Variable Interest Entity [Line Items] | |||
Goodwill impairment charges | $ | $ 0 | ||
Impairment of intangible assets, indefinite-lived | $ | $ 0 | ||
Recognized Over Time | |||
Variable Interest Entity [Line Items] | |||
Percentage of net revenues | 3% | ||
Minimum | Customer Relationships | |||
Variable Interest Entity [Line Items] | |||
Finite-lived intangible assets estimated useful lives | 8 years | ||
Maximum | Customer Relationships | |||
Variable Interest Entity [Line Items] | |||
Finite-lived intangible assets estimated useful lives | 20 years | ||
Machinery and Equipment | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment estimated useful lives | 3 years | ||
Machinery and Equipment | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment estimated useful lives | 15 years | ||
Buildings and Building Improvements | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment estimated useful lives | 10 years | ||
Buildings and Building Improvements | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment estimated useful lives | 40 years | ||
Credit Concentration Risk | Net Revenues | |||
Variable Interest Entity [Line Items] | |||
Number of customers ten and more than ten percentage of revenue | Customer | 1 | 0 | 0 |
Credit Concentration Risk | Accounts Receivable | |||
Variable Interest Entity [Line Items] | |||
Number of customers more than ten percentage of accounts receivable | Customer | 1 | ||
Credit Concentration Risk | Accounts Receivable | One Customer | |||
Variable Interest Entity [Line Items] | |||
Concentration risk, percentage | 17% |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 29, 2022 | Jan. 04, 2022 USD ($) | Oct. 01, 2021 USD ($) Facility | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Acquisitions And Dispositions [Line Items] | |||||||
Proceeds from sale of business | $ 47 | ||||||
Goodwill | $ 1,812 | $ 1,815 | 1,815 | $ 1,812 | |||
Acquisition costs | 3 | ||||||
Gain on sale of businesses | (2) | 266 | |||||
Charges related to assets and liabilities held-for-sale | $ 1 | 56 | |||||
Cumulative currency translation adjustment losses | 26 | ||||||
Assets held for sale | 6 | ||||||
Liabilities held for sale | 3 | ||||||
Percentage of dispositions joint venture | 50% | ||||||
Preliminary gain on sale of equity interests | 27 | ||||||
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 | 13 | 22 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Beverage Merchandising Asia | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Assets held for sale | 139 | 139 | |||||
Liabilities held for sale | 31 | 31 | |||||
Fabri-Kal | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Percentage of outstanding ownership interests acquired | 100% | ||||||
Purchase price | $ 378 | ||||||
Proceeds from sale of business | 2 | ||||||
Net revenues | 106 | ||||||
Loss before income taxes | $ 13 | ||||||
Increase in cost of acquired inventories | 12 | $ 12 | |||||
Goodwill | 69 | ||||||
Business combination increase decrease in goodwill | $ 3 | ||||||
Fabri-Kal | Foodservice | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Goodwill | 69 | ||||||
Goodwill expected to be tax deductible | 41 | ||||||
Fabri-Kal | Customer Relationships | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Intangible assets | 56 | ||||||
Fabri-Kal | Customer Relationships | Foodservice | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Intangible assets | $ 56 | ||||||
Finite-lived intangible assets estimated useful lives | 8 years | ||||||
Fabri-Kal | Trademarks | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Intangible assets | $ 34 | ||||||
Fabri-Kal | Trademarks | Foodservice | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Intangible assets | $ 34 | ||||||
Finite-lived intangible assets estimated useful lives | 10 years | ||||||
Fabri-Kal | United States | |||||||
Acquisitions And Dispositions [Line Items] | |||||||
Number of manufacturing facilities acquired | Facility | 4 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Summary of Final Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,815 | $ 1,815 | $ 1,812 | |
Fabri-Kal | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 3 | |||
Accounts receivable | 46 | |||
Inventories | 84 | |||
Other current assets | 2 | |||
Property, plant and equipment | 122 | |||
Operating lease right-of-use assets | 31 | |||
Goodwill | 69 | |||
Deferred income taxes | 10 | |||
Assets acquired | 457 | |||
Accounts payable | 17 | |||
Current portion of long-term debt | 1 | |||
Current portion of operating lease liabilities | 3 | |||
Accrued and other current liabilities | 25 | |||
Long-term debt | 1 | |||
Long-term operating lease liabilities | 25 | |||
Long-term employee benefit obligations | 6 | |||
Other noncurrent liabilities | 1 | |||
Liabilities assumed | 79 | |||
Total purchase price | 378 | |||
Fabri-Kal | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 56 | |||
Fabri-Kal | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 34 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Summary of Unaudited Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Pro forma net revenues from continuing operations | $ 5,725 | $ 5,001 |
Pro forma income (loss) from continuing operations before tax | $ 55 | $ (134) |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Carrying Amount of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 2 | $ 17 |
Total current assets held for sale | 6 | |
Total current liabilities held for sale | $ 3 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | Beverage Merchandising Asia | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 17 | |
Current assets | 53 | |
Noncurrent assets | 69 | |
Total current assets held for sale | 139 | |
Current liabilities | 28 | |
Noncurrent liabilities | 3 | |
Total current liabilities held for sale | $ 31 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairment and Other Related Charges - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Employees | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||
Plant and equipment depreciation expense | $ 540 | $ 278 | $ 289 |
Other | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash impairment charge | $ 6 | $ 56 | |
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 | Restructuring Costs Asset Impairment And Other Related Charges Excluding Goodwill Impairment Charges | |
Beverage Merchandising | |||
Restructuring Cost And Reserve [Line Items] | |||
Plant and equipment depreciation expense | $ 274 | ||
Restructuring and related activities, announcement date | Mar. 06, 2023 | ||
Estimated workforce reduction of employees | Employees | 1,300 | ||
Food and Beverage Merchandising | |||
Restructuring Cost And Reserve [Line Items] | |||
Employee terminations | $ 1 | ||
Coated Groundwood Paper Production Line | |||
Restructuring Cost And Reserve [Line Items] | |||
Employee terminations | 3 | ||
Plant and equipment depreciation expense | 24 | ||
Other restructuring charges | $ 6 | ||
Recognized disassembly costs | $ 1 |
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 | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | $ 470 |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | $ 490 |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 475 |
Non-cash Charges | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 324 |
Non-cash Charges | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 330 |
Non-cash Charges | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 325 |
Non-cash Charges | Accelerated Property, Plant and Equipment Depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 274 |
Restructuring and Related Cost, Expected Cost Remaining | 280 |
Non-cash Charges | Other Non-cash Charges | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 50 |
Non-cash Charges | Other Non-cash Charges | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 50 |
Non-cash Charges | Other Non-cash Charges | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 45 |
Cash Charges | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 146 |
Cash Charges | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 160 |
Cash Charges | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 150 |
Cash Charges | Severance, Termination and Related Costs | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 43 |
Restructuring and Related Cost, Expected Cost Remaining | 45 |
Cash Charges | Exit, Disposal and Other Transition Costs | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 103 |
Cash Charges | Exit, Disposal and Other Transition Costs | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | 115 |
Cash Charges | Exit, Disposal and Other Transition Costs | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost Remaining | $ 105 |
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 $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Properties held for sale | $ 4 |
Cash proceeds | $ 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost And Reserve [Line Items] | |||
Total | $ 476 | $ 58 | $ 33 |
Cost of Sales | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 299 | 24 | |
Selling, General and Administrative Expenses | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 6 | ||
Restructuring, Asset Impairment and Other Related Charges | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 171 | 58 | 9 |
Food and Beverage Merchandising | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 462 | 2 | 33 |
Food and Beverage Merchandising | Cost of Sales | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 299 | 24 | |
Food and Beverage Merchandising | Selling, General and Administrative Expenses | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 6 | ||
Food and Beverage Merchandising | Restructuring, Asset Impairment and Other Related Charges | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 157 | 2 | $ 9 |
Other | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 14 | 56 | |
Other | Restructuring, Asset Impairment and Other Related Charges | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | $ 14 | $ 56 |
Restructuring, Asset Impairme_7
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Details) - Beverage Merchandising $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | $ 146 |
Cash Paid | (107) |
Restructuring liability, ending balance | 39 |
Severance, Termination and Related Costs | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | 43 |
Cash Paid | (34) |
Restructuring liability, ending balance | 9 |
Exit, Disposal and Other Transition Costs | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | 103 |
Cash Paid | (73) |
Restructuring liability, ending balance | $ 30 |
Restructuring, Asset Impairme_8
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Parenthetical) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring reserve, current | $ 36 |
Accrued and Other Current Liabilities | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring reserve, current | 36 |
Other Noncurrent Liabilities | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring reserve, noncurrent | $ 3 |
Inventories - Summary of the Co
Inventories - Summary of the Components of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 223 | $ 260 |
Work in progress | 67 | 101 |
Finished goods | 465 | 596 |
Spare parts | 97 | 105 |
Inventories | $ 852 | $ 1,062 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 4,623 | $ 4,407 |
Less: accumulated depreciation | (3,112) | (2,634) |
Property, plant and equipment, net | 1,511 | 1,773 |
Land and Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 71 | 72 |
Buildings and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 690 | 661 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 3,669 | 3,485 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 193 | $ 189 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Cost of sales | $ 508 | $ 254 | $ 265 |
Selling, general and administrative expenses | 32 | 24 | 24 |
Total depreciation expense | $ 540 | $ 278 | $ 289 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 540 | $ 278 | $ 289 |
Beverage Merchandising | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 274 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Reportable Segment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 1,815 | $ 1,812 |
Measurement period adjustments | 3 | |
Ending Balance | 1,815 | 1,815 |
Reportable Segments | Foodservice | ||
Goodwill [Line Items] | ||
Beginning Balance | 993 | 990 |
Measurement period adjustments | 3 | |
Reclassified due to segment composition change | (35) | |
Ending Balance | 958 | 993 |
Reportable Segments | Foodservice and Food Merchandising | ||
Goodwill [Line Items] | ||
Beginning Balance | 822 | 822 |
Reclassified due to segment composition change | 35 | |
Ending Balance | $ 857 | $ 822 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,111 | $ 1,109 |
Accumulated Amortization | (720) | (658) |
Net | 391 | 451 |
Indefinite-lived intangible assets | 613 | 613 |
Gross Carrying Amount | 1,724 | 1,722 |
Net | 1,004 | 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 | 1,062 | 1,060 |
Accumulated Amortization | (698) | (639) |
Net | 364 | 421 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42 | 42 |
Accumulated Amortization | (15) | (12) |
Net | 27 | 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reportable Segments | Foodservice and Food Merchandising | |||
Finite Lived Intangible Assets [Line Items] | |||
Reclassified due to segment composition change | $ 35 | ||
Selling, General and Administrative Expenses | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 60 | $ 61 | $ 55 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimate Annual Amortization Expense (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 60 |
2025 | 58 |
2026 | 57 |
2027 | 57 |
2028 | 57 |
Total | $ 289 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Personnel costs | $ 134 | $ 160 |
Rebates and credits | 85 | 108 |
Restructuring costs | 36 | |
Interest | 17 | 17 |
Other | 127 | 133 |
Accrued and other current liabilities | $ 399 | $ 418 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount of borrowings | $ 3,605 | $ 4,160 |
Deferred debt issuance costs ("DIC") | (11) | (14) |
Original issue discounts, net of premiums ("OID") | (8) | (10) |
Debt, net | 3,586 | 4,136 |
Less: current portion | (15) | (31) |
Long-term debt | 3,571 | 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 | 41 | 49 |
Secured Debt | Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,680 | $ 2,227 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 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 | 12 Months Ended | |
Jul. 26, 2023 | Dec. 31, 2023 | |
U S Term Loans Tranche B2 | ||
Line Of Credit Facility [Line Items] | ||
Debt Instrument Maturity Date | Feb. 05, 2026 | |
Long-term debt, gross | $ 690 | |
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 | $ 990 | |
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 ($) | Dec. 31, 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 ($) | 12 Months Ended | |||
Jul. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line Of Credit Facility [Line Items] | ||||
Repayments of Long-term Debt | $ 547,000,000 | $ 112,000,000 | $ 1,280,000,000 | |
U S Term Loans Tranche B3 | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 990,000,000 | |||
Maturity Date | Sep. 24, 2028 | |||
Weighted average contractual interest rate | 8.35% | 5.23% | 4% | |
U.S. Term Loans Tranche B-1 | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Weighted average contractual interest rate | 2.86% | |||
U S Term Loans Tranche B2 | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 690,000,000 | |||
Maturity Date | Feb. 05, 2026 | |||
Repayments of Long-term Debt | $ 5,000,000 | |||
Term loan repaid and repurchased | $ 535,000,000 | |||
Weighted average contractual interest rate | 8.28% | 4.93% | 3.35% | |
US Term Loans | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Weighted average contractual interest rate | 7.80% | 5.07% | ||
Secured Debt | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 1,680,000,000 | $ 2,227,000,000 | ||
Percentage of quarterly amortization payments | 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% | |||
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% | |||
U.S. Revolving Loans | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Long-term debt, gross | $ 49,000,000 | |||
Maturity Date | Aug. 05, 2025 | Aug. 05, 2025 | ||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Notes (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 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 15commencing April 15, 2022 |
Debt - Schedule of Outstandin_2
Debt - Schedule of Outstanding Notes (Parenthetical) (Details) - Senior Secured Notes | 12 Months Ended | |
Dec. 31, 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 | Dec. 31, 2023 | Dec. 31, 2022 |
4.375% Senior Secured Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.375% | 4.375% |
4.000% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | 4% |
Debt - Schedule of Outstandin_3
Debt - Schedule of Outstanding Debentures (Details) - Unsecured Debt | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 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) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Long-term debt repayments | $ 547,000,000 | $ 112,000,000 | $ 1,280,000,000 | |
7.950% Debentures due 2025 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debentures, redemption price, percentage of principal amount redeemed | 97% | |||
Interest rate | 7.95% | 7.95% | 7.95% | |
8.375% Debentures due 2027 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debentures, redemption price, percentage of principal amount redeemed | 97% | |||
Interest rate | 8.375% | 8.375% | 8.375% | |
Redemption price percentage | 100% | |||
7.950% Debentures due 2025 and 8.375% Debentures due 2027 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt repayments | $ 92,000,000 | |||
Gain on extinguishment of debt | 2,000,000 | |||
Maximum | 7.950% Debentures due 2025 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt repayments | 276,000,000 | |||
Maximum | 8.375% Debentures due 2027 | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt repayments | $ 200,000,000 |
Debt - Other Debt - Additional
Debt - Other Debt - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 41 | $ 49 |
Debt -Schedule of Required Futu
Debt -Schedule of Required Future Repayments of Outstanding Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 15 | |
2025 | 233 | |
2026 | 706 | |
2027 | 1,183 | |
2028 | 1,457 | |
Thereafter | 11 | |
Total principal amount of borrowings | $ 3,605 | $ 4,160 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 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 | 41 | 49 |
Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 1,680 | 2,227 |
Reported Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 3,586 | 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, gross | 995 | 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, gross | 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, gross | 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, gross | 166 | 166 |
Reported Value Measurement | Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 41 | 49 |
Reported Value Measurement | Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 1,672 | 2,217 |
Estimate of Fair Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 3,534 | 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 | 942 | 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 | 471 | 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 | 221 | 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 | 172 | 162 |
Estimate of Fair Value Measurement | Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 41 | 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 | $ 1,687 | $ 2,206 |
Debt - Schedule of Carrying V_2
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest income, other | $ (12) | $ (6) | $ (2) |
Amortization of DIC and OID | 5 | 4 | 5 |
Realized derivative gains | (9) | ||
Other | 4 | 5 | 24 |
Interest expense, net | 245 | 218 | 191 |
Senior notes | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 62 | 62 | 46 |
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | 31 | 38 | 39 |
Secured Debt | Credit Agreement | Line of credit | |||
Debt Instrument [Line Items] | |||
Interest expense, debt | $ 164 | $ 115 | $ 79 |
Debt - Interest Expense, Net (P
Debt - Interest Expense, Net (Parenthetical) (Details) - Senior Secured Incremental Term Loan Facility - Commitment Letter $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |
Fees incurred | $ 5 |
Debt instrument, aggregate principal amount | $ 300 |
Debt instrument termination date | Sep. 24, 2021 |
Third party costs | $ 9 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets, net | $ 263 | $ 262 | |
Operating lease liability | 281 | ||
New Lease | |||
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets, net | 71 | 52 | $ 48 |
Payments for operating lease liabilities | $ 80 | $ 81 | $ 75 |
Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease, remaining lease term | 12 years | ||
Operating lease, option to renew | Certain leases include options to renew for up to 20 years |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 80 | $ 82 | $ 77 |
Variable lease costs | 4 | 5 | 4 |
Short-term lease costs | 15 | 14 | 15 |
Total operating lease costs | $ 99 | $ 101 | $ 96 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-cancellable Leases (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 79 |
2025 | 69 |
2026 | 61 |
2027 | 45 |
2028 and thereafter | 75 |
Total undiscounted lease payments | 329 |
Less: amounts representing interest | (48) |
Present value of lease obligations | $ 281 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term And Discount Rate For Operating Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 5 years | 5 years 2 months 12 days |
Weighted average discount rate | 6.44% | 5.92% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Asset Derivatives | $ 6 | $ 8 |
Liability Derivatives | (12) | (14) |
Other current assets | ||
Derivative [Line Items] | ||
Asset Derivatives | 6 | 7 |
Other noncurrent assets | ||
Derivative [Line Items] | ||
Asset Derivatives | 1 | |
Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | (7) | (11) |
Commodity swap contracts | ||
Derivative [Line Items] | ||
Liability Derivatives | (6) | (5) |
Interest rate derivatives | ||
Derivative [Line Items] | ||
Asset Derivatives | 6 | 8 |
Liability Derivatives | (6) | (9) |
Accrued and other current liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | $ (5) | $ (3) |
Financial Instruments - Additio
Financial Instruments - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Unrealized gain (loss) on derivatives | $ (1) | $ (4) | $ (7) |
Realized gain on derivatives | 9 | ||
Commodity swap contracts | |||
Derivative [Line Items] | |||
Unrealized gain (loss) on derivatives | (1) | (4) | $ (7) |
Interest rate derivatives | |||
Derivative [Line Items] | |||
Unrealized gain (loss) on derivatives | 9 | (1) | |
Realized gain on derivatives | 9 | $ 0 | |
Expected reclassification of gains in the next twelve months from ACOL to earnings | $ 4 | ||
US Term Loans | LIBO Rate | |||
Derivative [Line Items] | |||
Weighted average fixed rate | 4.12% | ||
Aggregate notional amount | $ 1,000 | ||
US Term Loans | LIBO Rate | Interest rate swap | |||
Derivative [Line Items] | |||
Weighted average fixed rate | 4.12% |
Financial Instruments - Summary
Financial Instruments - Summary of Outstanding Commodity Derivative Contracts (Details) - Natural gas swaps | 12 Months Ended |
Dec. 31, 2023 $ / gal gal | |
Derivative [Line Items] | |
Contracted volume | gal | 2,890,000 |
Minimum | |
Derivative [Line Items] | |
Contracted price range | 4.63 |
Maximum | |
Derivative [Line Items] | |
Contracted price range | 5.37 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Sep. 20, 2022 | Feb. 24, 2022 | Jul. 21, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Non-cash settlement gains | $ 8 | $ (49) | $ (101) | |||
Expense relating to defined contribution plans | 35 | 35 | $ 33 | |||
Multi-employer plans—withdrawal liabilities expected annual payments | $ 5 | |||||
Multi-employer plans—withdrawal liabilities expected annual payments period | 12 years | |||||
Other Current and Noncurrent Liabilities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Future obligations arising from the withdrawal from multi-employer pension plans, liability recognized | $ 40 | 42 | ||||
Pactiv Evergreen Pension Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Projected benefit obligations | $ 656 | $ 1,257 | $ 959 | |||
Non-cash settlement gains | $ 47 | $ 10 | $ 22 | |||
Pactiv Evergreen Pension Plan | Fixed Income Securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target asset allocation percentage for PPPE | 95% | |||||
Pactiv Evergreen Pension Plan | Property Investments | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Target asset allocation percentage for PPPE | 5% | |||||
Defined Benefit Pension Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions made | $ 3 | $ 3 | ||||
Defined Benefit Pension Plan | Pactiv Evergreen Pension Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of present value of pension plan obligations | 96% | 96% | ||||
Percentage of fair value of pension plan assets | 99% | 98% | ||||
Other Defined Benefit Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions made | $ 3 | |||||
Further contributions expected to be made in next fiscal year | 3 | |||||
OPEB Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions made | 2 | $ 2 | ||||
Further contributions expected to be made in next fiscal year | $ 3 |
Employee Benefits - Summary of
Employee Benefits - Summary of Changes in Benefit Obligations and Fair Value of Plan Assets for Defined Benefit Pension and OPEB Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Pension Plan | |||
Change in benefit obligations: | |||
Projected benefit obligations as of January 1 | $ 952 | $ 3,418 | |
Service cost | 1 | 1 | $ 6 |
Interest cost | 48 | 65 | 101 |
Benefits paid | (41) | (151) | |
Settlements | (1,889) | ||
Divestitures | (5) | ||
Actuarial losses (gains) | 6 | (485) | |
Foreign currency exchange | (2) | ||
Projected benefit obligation as of December 31 | 966 | 952 | 3,418 |
Change in plan assets: | |||
Fair value of plan assets as of January 1 | 941 | 3,391 | |
Actual return on plan assets | 99 | (407) | |
Employer contributions | 3 | 3 | |
Benefits paid | (41) | (151) | |
Settlements | (1,889) | ||
Divestitures | (5) | ||
Foreign currency exchange | (1) | ||
Fair value of plan assets as of December 31 | 1,002 | 941 | 3,391 |
Funded status as of December 31 | 36 | (11) | |
OPEB Plans | |||
Change in benefit obligations: | |||
Projected benefit obligations as of January 1 | 38 | 49 | |
Interest cost | 2 | 1 | 1 |
Benefits paid | (2) | (2) | |
Actuarial losses (gains) | (1) | (10) | |
Projected benefit obligation as of December 31 | 37 | 38 | $ 49 |
Change in plan assets: | |||
Employer contributions | 2 | 2 | |
Benefits paid | (2) | (2) | |
Funded status as of December 31 | $ (37) | $ (38) |
Employee Benefits - Summary o_2
Employee Benefits - Summary of Defined Benefit Pension and OPEB Obligations Included in Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | $ 36 | |
Defined benefit pension and OPEB obligations | $ (11) | |
Defined Benefit Pension Plan | Other Noncurrent Assets | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | 62 | 17 |
Defined Benefit Pension Plan | Accrued and other current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | (3) | (4) |
Defined Benefit Pension Plan | Long-term Employee Benefit Obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | (23) | (24) |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | (37) | (38) |
OPEB Plans | Accrued and other current liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | (3) | (3) |
OPEB Plans | Long-term Employee Benefit Obligations | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension and OPEB obligations | $ (34) | $ (35) |
Employee Benefits - Summary o_3
Employee Benefits - Summary of Defined Benefit Pension and OPEB Obligations Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial gains | $ (157) | $ (103) |
Deferred income tax expense | 40 | 26 |
Defined benefit plan, after tax | (117) | (77) |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial gains | (15) | (16) |
Deferred income tax expense | 5 | 5 |
Defined benefit plan, after tax | $ (10) | $ (11) |
Employee Benefits - Summary o_4
Employee Benefits - Summary of Funded Status of Defined Benefit Pension and OPEB Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 36 | $ (11) |
Defined Benefit Pension Plan | Funded Status | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan assets | 9 | 11 |
Projected benefit obligation | 35 | 39 |
Accumulated benefit obligation | 34 | 39 |
Defined Benefit Pension Plan | Under Funded Status | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | (26) | (28) |
Accumulated benefit obligation | (25) | (28) |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | (37) | (38) |
OPEB Plans | Funded Status | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | 37 | 38 |
Accumulated benefit obligation | 37 | 38 |
OPEB Plans | Under Funded Status | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | (37) | (38) |
Accumulated benefit obligation | $ (37) | $ (38) |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Defined Benefit Pension and OPEB Costs (Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | Nonoperating Income (Expense) | Nonoperating Income (Expense) |
Defined Benefit Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 1 | $ 1 | $ 6 |
Interest cost | 48 | 65 | 101 |
Expected return on plan assets | (40) | (58) | (181) |
Amortization of actuarial losses (gains) | 1 | ||
Ongoing net periodic benefit cost (income) | 9 | 9 | (74) |
Income due to settlements | (57) | (22) | |
Total net periodic benefit cost (income) | 9 | (48) | (96) |
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 2 | 1 | 1 |
Amortization of actuarial losses (gains) | $ (2) | $ (1) | |
Ongoing net periodic benefit cost (income) | 1 | ||
Total net periodic benefit cost (income) | $ 1 |
Employee Benefits - Summary o_5
Employee Benefits - Summary of Amounts recognized in Other Comprehensive (Income) Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gains arising during the year | $ (54) | $ (20) | $ (375) |
Recognized net actuarial gains | 55 | 22 | |
Deferred income tax expense (benefit) | 14 | (8) | 86 |
Total recognized in other comprehensive (income) loss, net of tax | (40) | 27 | (267) |
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gains arising during the year | (1) | (10) | (2) |
Recognized net actuarial gains | 2 | 1 | |
Deferred income tax expense (benefit) | 2 | 1 | |
Total recognized in other comprehensive (income) loss, net of tax | $ 1 | $ (7) | $ (1) |
Employee Benefits - Summary o_6
Employee Benefits - Summary of Amounts recognized in Other Comprehensive (Income) Loss (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gains (losses) arising during the year | $ 54 | $ 20 | $ 375 |
Employee Benefits - Summary o_7
Employee Benefits - Summary of Weighted-Average Assumptions to Determine PPPE Defined Benefit Pension and OPEB Obligations (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 5.03% | 5.22% |
Rate of compensation increase | 3% | 3% |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.97% | 5.15% |
Employee Benefits - Summary o_8
Employee Benefits - Summary of Weighted-Average Assumptions to Determine Our PPPE Net Defined Benefit Pension and OPEB Costs and Obligations (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5.22% | 2.81% | 2.40% |
Rate of compensation increase | 3% | 3% | 3% |
Expected long-term rate of return on plan assets | 4.34% | 3.27% | 5.07% |
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5.15% | 2.81% | 2.45% |
Healthcare cost trend rate | 7% | 6.70% | 6.90% |
Ultimate trend rate | 4.50% | 4.50% | 4.50% |
Year that the rate reaches the ultimate trend | 2032 | 2029 | 2029 |
Employee Benefits - Summary o_9
Employee Benefits - Summary of Weighted-Average Assumptions to Determine Our PPPE Net Defined Benefit Pension and OPEB Costs and Obligations (Parenthetical) (Details) - Pactiv Evergreen Pension Plan | Sep. 20, 2022 | Feb. 24, 2022 | Jul. 21, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5% | 3.50% | 2.64% |
Rate of compensation increase | 3% | 3% | 3% |
Expected long-term rate of return on plan assets | 4% | 3.10% | 4.50% |
Employee Benefits - Summary _10
Employee Benefits - Summary of Estimated Future Benefit Payments for Defined Benefit Pension and OPEB Plans (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Defined Benefit Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 52 |
2025 | 57 |
2026 | 61 |
2027 | 64 |
2028 | 67 |
2029-2033 | 326 |
OPEB Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 3 |
2025 | 3 |
2026 | 3 |
2027 | 3 |
2028 | 3 |
2029-2033 | $ 13 |
Employee Benefits - Summarized
Employee Benefits - Summarized Details of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan, Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | $ 1,002 | $ 941 |
Defined Benefit Plan, Equity Securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | 2 | 2 |
Bond ETFs | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | 7 | 34 |
Corporate Bonds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | 927 | 821 |
Property | Net Asset Value | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | 45 | 57 |
Other | Net Asset Value | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension plan assets | $ 21 | $ 27 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of Other Income, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
(Loss) gain on sale of businesses and noncurrent assets | $ (2) | $ 266 | |
Gain on legal settlement | 15 | ||
Other | 4 | $ 20 | |
Other income, net | $ 2 | $ 281 | $ 20 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,553 | $ 1,288 | $ 1,074 | |
Net derivative gain (loss) | (1) | |||
Ending balance | 1,349 | 1,553 | 1,288 | |
Interest rate derivatives | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (1) | |||
Net derivative gain (loss) | 9 | (1) | ||
Deferred tax expense on net derivative gain (loss) | (2) | |||
Gain reclassified from AOCL | (9) | |||
Deferred tax expense on reclassifications | [1] | 2 | ||
Other comprehensive income (loss) | (1) | |||
Ending balance | (1) | (1) | ||
Currency translation adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (189) | (207) | (189) | |
Currency translation adjustments | 26 | (8) | (7) | |
Amounts reclassified from AOCL | [2] | 26 | (11) | |
Other comprehensive income (loss) | 26 | 18 | (18) | |
Ending balance | (163) | (189) | (207) | |
Defined benefit plans | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 88 | 108 | (160) | |
Net actuarial gain arising during year | 55 | 30 | 377 | |
Deferred tax expense on net actuarial gain | (14) | (7) | (92) | |
Reclassification upon sale of businesses | [3] | 1 | ||
Amounts reclassified from AOCL | (2) | |||
Defined benefit plan settlement gains | (57) | (22) | ||
Deferred tax expense on reclassifications | [1] | 13 | 5 | |
Other comprehensive income (loss) | 39 | (20) | 268 | |
Ending balance | 127 | 88 | 108 | |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (102) | (99) | (349) | |
Other comprehensive income (loss) | 65 | (3) | 250 | |
Ending balance | $ (37) | $ (102) | $ (99) | |
[1] Taxes reclassified to income are recorded in income tax benefit (expense). The reclassification of currency translation adjustment amounts to earnings relates to the sales of various components of our remaining closures businesses during 2022 and 2021. Refer to Note 3, Acquisition and Dispositions , for additional details . Reclassifications upon sale of businesses ar e recorded in other income, net. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of (Loss) Income from Continuing Operations before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
(Loss) income from continuing operations before income taxes: | |||
United States | $ (308) | $ 385 | $ (41) |
Foreign | 83 | 83 | 70 |
(Loss) income from continuing operations before tax | $ (225) | $ 468 | $ 29 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Income Tax (Expense) Benefit from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. Federal | $ (53) | $ (28) | $ 1 |
State and Local | (12) | (16) | (3) |
Foreign | (25) | (24) | (21) |
Total current income tax expense | (90) | (68) | (23) |
Deferred: | |||
U.S. Federal | 67 | (82) | 40 |
State and Local | 21 | (3) | (17) |
Foreign | 5 | 4 | 4 |
Total deferred income tax (expense) benefit | 93 | (81) | 27 |
Total income tax (expense) benefit | $ 3 | $ (149) | $ 4 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes Computed (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax benefit (expense) using the U.S. federal statutory income tax rate of 21% | $ 47 | $ (98) | $ (6) |
State and local taxes | 10 | (10) | |
Effect of tax rates in foreign jurisdictions | (7) | (6) | (4) |
Non-deductible expenses | (3) | (1) | (1) |
Non-deductible executive compensation | (2) | (3) | (3) |
Tax exempt income and income at a reduced tax rate | 2 | 1 | 3 |
Withholding taxes | (3) | (4) | (4) |
Withholding taxes from sale of businesses | (23) | ||
Tax rate modifications | (1) | (1) | 1 |
Change in valuation allowance | (48) | (5) | 15 |
Tax on unremitted earnings | (4) | 10 | |
Gain on sale of businesses | (8) | ||
Change in uncertain tax positions | (1) | (1) | (1) |
Over (under) provided in prior periods | 11 | (1) | (6) |
Expired deferred tax assets | (7) | (2) | |
Foreign tax credit | 13 | ||
Other tax credits | 3 | 2 | 2 |
Other | 2 | 2 | (2) |
Total income tax (expense) benefit | $ 3 | $ (149) | $ 4 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Income Taxes Computed (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate | 21% | 21% | 21% |
Increase in valuation allowance | $ 8 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||
U.S. federal tax rate | 21% | 21% | 21% | |
Tax rate benefit amount | $ (1) | $ (1) | $ 1 | |
Deferred tax assets, valuation allowance | 196 | 140 | 140 | $ 165 |
Write-off of net operating losses and other deferred tax assets | 5 | 10 | ||
Unrecognized tax benefits | 14 | 15 | 16 | $ 15 |
Unrecognized tax benefits net | 16 | |||
Interest and penalties related to unrecognized tax benefit | 1 | $ 1 | ||
Accrued interest and penalties | 4 | $ 3 | ||
Unrecognized tax benefits decrease in income tax returns | $ 9 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Income Tax Liability (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||||
Employee benefits | $ 53 | $ 63 | ||
Operating lease liabilities | 61 | 60 | ||
Inventory | 24 | 25 | ||
Reserves | 33 | 24 | ||
Research and development | 26 | 15 | ||
Tax losses | 63 | 68 | ||
Tax credits | 5 | 5 | ||
Interest | 276 | 246 | ||
Other | 2 | |||
Total deferred tax assets | 543 | 506 | ||
Valuation allowance | (196) | (140) | $ (140) | $ (165) |
Total deferred tax assets net of valuation allowance | 347 | 366 | ||
Deferred tax liabilities | ||||
Intangible assets | (349) | (366) | ||
Property, plant and equipment | (163) | (248) | ||
Operating lease right-of-use assets | (57) | (57) | ||
Other | (9) | (7) | ||
Total deferred tax liabilities | (578) | (678) | ||
Net deferred tax liabilities | $ (231) | $ (312) |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Loss and Tax Credit Carryforwards Presented on Net Tax Effected Basis (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Tax Credit Carryforward [Line Items] | ||
Total tax loss carryforwards | $ 63 | $ 68 |
Total tax credit carryforwards | 5 | 5 |
Expires Within 5 Years | ||
Tax Credit Carryforward [Line Items] | ||
Total tax loss carryforwards | 13 | 15 |
Total tax credit carryforwards | 1 | 1 |
Expires After 5 Years or Indefinite Expiration | ||
Tax Credit Carryforward [Line Items] | ||
Total tax loss carryforwards | 50 | 53 |
Total tax credit carryforwards | $ 4 | $ 4 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at the beginning of the year | $ 140 | $ 140 | $ 165 |
Expense (benefit) | 56 | 5 | (15) |
Write-off of net operating losses and other deferred tax assets | (5) | (10) | |
Balance at end of the year | $ 196 | $ 140 | $ 140 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Balance at beginning of the year | $ 15 | $ 16 | $ 15 | |
Increases related to business combinations | $ 1 | |||
(Decrease) increase associated with positions taken during a prior year | (1) | 1 | ||
Decrease related to sale of businesses | (1) | |||
Lapse of statute of limitations | (1) | |||
Balance at end of the year | $ 14 | $ 15 | $ 16 | $ 15 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Due from related parties, current | $ 112 | $ 132 | |
Related party receivables | $ 35 | $ 46 | |
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Related party payables | $ (7) | $ (6) | |
Other Liability, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Purchase of goods | $ (80) | $ (98) | $ (112) |
Joint Ventures | |||
Related Party Transaction [Line Items] | |||
Sale of goods and services | 5 | 14 | 27 |
Due from related parties, current | 1 | 3 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 35 | 46 | |
Related party payables | (7) | (6) | |
Sale of goods and services | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Sale of goods and services | 381 | 423 | 363 |
Rental income and transition services agreement | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Rental income and transition services agreements | 4 | 4 | 11 |
Charges | |||
Related Party Transaction [Line Items] | |||
Related party transactions, expenses | (13) | (13) | (7) |
Charges | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Amount of related party transaction | $ 5 | $ 2 | $ 6 |
Related Party Transactions - _2
Related Party Transactions - Related Party Transactions (Parenthetical) (Details) - Reynolds Consumer Products Inc. $ in Millions | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2024 | Jan. 01, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares of common stock available for issuance | 1,779,261 | ||||
Percentage of total outstanding shares of common stock | 1% | ||||
Provision effective date | Jan. 01, 2024 | Jan. 01, 2023 | |||
Subsequent Event | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares of common stock available for issuance | 1,785,570 | ||||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares of common stock available for issuance | 9,079,395 | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation | $ 8 | ||||
Unrecognized share-based compensation, weighted-average recognition period (in years) | 1 year 10 months 24 days | ||||
Fair value of shares vested | $ 8 | ||||
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 | $ 20 | ||||
Unrecognized share-based compensation, weighted-average recognition period (in years) | 2 years | ||||
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 | $ 31 | $ 24 | $ 11 |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 1,983 |
Granted | shares | 1,767 |
Forfeited | shares | (245) |
Vested | shares | (798) |
Ending balance, Non-vested | shares | 2,707 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 11.89 |
Granted | $ / shares | 9.66 |
Forfeited | $ / shares | 12.05 |
Vested | $ / shares | 13.13 |
Ending balance, Non-vested | $ / shares | $ 10.06 |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Details) shares in Thousands | Dec. 31, 2023 shares |
Restricted Stock Units (RSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares reserved for issuance | 103 |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Performance Share Units Activity (Details) - Performance Stock Units (PSU) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 1,155 |
Granted | shares | 1,784 |
Forfeited | shares | (93) |
Ending balance, Non-vested | shares | 2,846 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 9.29 |
Granted | $ / shares | 9.66 |
Forfeited | $ / shares | 9.55 |
Ending balance, Non-vested | $ / shares | $ 9.52 |
Equity Based Compensation - S_4
Equity Based Compensation - Summary of Performance Share Units Activity (Parenthetical) (Details) shares in Thousands | Dec. 31, 2023 shares |
Performance Stock Units (PSU) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares reserved for issuance | 223 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of the Basic and Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net (loss) earnings attributable to common shareholders - continuing operations | $ (225) | $ 317 | $ 31 |
Less: dividend-equivalents declared for equity based awards | (3) | (2) | |
Net (loss) earnings available to common shareholders - continuing operations | (228) | 315 | 31 |
Net earnings attributable to common shareholders - discontinued operations | 2 | 1 | (8) |
Total net (loss) earnings available to common shareholders | $ (226) | $ 316 | $ 23 |
Denominator | |||
Weighted average number of shares outstanding - basic | 178.7 | 177.8 | 177.4 |
Effect of dilutive securities | 0.6 | 0.3 | |
Weighted average number of shares outstanding - diluted | 178.7 | 178.4 | 177.7 |
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common stockholders, from continuing operations | |||
Basic | $ (1.28) | $ 1.77 | $ 0.17 |
Diluted | (1.28) | 1.77 | 0.17 |
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common stockholders, from discontinued operations | |||
Basic | 0.02 | 0.01 | (0.04) |
Diluted | 0.02 | (0.04) | |
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common stockholders, total | |||
Basic | (1.26) | 1.78 | 0.13 |
Diluted | $ (1.26) | $ 1.77 | $ 0.13 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares shares in Millions | 12 Months Ended | |||
Feb. 28, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share Basic [Line Items] | ||||
Weighted average number of shares outstanding (in shares) | 0.9 | 0.7 | 0.5 | |
Subsequent Event | ||||
Earnings Per Share Basic [Line Items] | ||||
Dividends payable, per share | $ 0.1 | |||
Dividends payable, date declared | Feb. 27, 2024 | |||
Dividends payable, date to be paid | Mar. 29, 2024 | |||
Dividends payable, date of record | Mar. 15, 2024 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | $ 5,510 | $ 6,220 | $ 5,437 | |||
Depreciation & amortization | 327 | 339 | 344 | |||
Capital expenditures | 285 | 258 | 282 | |||
Reportable segment assets | 6,395 | 7,306 | ||||
Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | (83) | (158) | (96) | |||
Unallocated | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | [1] | 3,633 | 4,037 | |||
Foodservice | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | 1,251 | 1,385 | 1,361 | |||
Food and Beverage Merchandising | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation & amortization | 274 | |||||
Food and Beverage Merchandising | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable segment assets | 1,511 | 1,884 | 1,707 | |||
Reportable Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 5,508 | 6,139 | 5,335 | |||
Reportable Segments | Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 83 | 158 | 96 | |||
Reportable Segments | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 5,591 | 6,297 | 5,431 | |||
Adjusted EBITDA | 916 | 875 | 567 | |||
Depreciation & amortization | 594 | [2] | 337 | 341 | ||
Capital expenditures | 268 | 250 | 272 | |||
Reportable segment assets | 2,762 | [3] | 3,269 | [3] | 3,068 | |
Reportable Segments | Foodservice | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 2,571 | 2,748 | 2,305 | |||
Reportable Segments | Foodservice | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 2,571 | 2,748 | 2,305 | |||
Adjusted EBITDA | 463 | 463 | 290 | |||
Depreciation & amortization | 180 | [2] | 182 | 167 | ||
Capital expenditures | 96 | 90 | 106 | |||
Reportable Segments | Food and Beverage Merchandising | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 2,937 | 3,391 | 3,030 | |||
Reportable Segments | Food and Beverage Merchandising | Intersegment Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 83 | 158 | 96 | |||
Reportable Segments | Food and Beverage Merchandising | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | 3,020 | 3,549 | 3,126 | |||
Adjusted EBITDA | 453 | 412 | 277 | |||
Depreciation & amortization | 414 | [2] | 155 | 174 | ||
Capital expenditures | 172 | 160 | 166 | |||
Other | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Total net revenues | $ 2 | $ 81 | $ 102 | |||
[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, deferred income taxes, related party receivables and other noncurrent assets. For the year ended December 31, 2023, Food and Beverage Merchandising depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. Reportable segment assets represent trade receivables, inventory and property, plant and equipment. |
Segment Information - Segment_2
Segment Information - Segment Financial Information (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Depreciation expense | $ 540 | $ 278 | $ 289 |
Food and Beverage Merchandising | |||
Segment Reporting Information [Line Items] | |||
Depreciation expense | $ 274 |
Segment Information - Reconcili
Segment Information - Reconciliation of EBITDA to Income (Loss) from Continuing Operations Before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 840 | $ 785 | $ 531 | |
Interest expense, net | (245) | (218) | (191) | |
Depreciation and amortization (excluding Beverage Merchandising Restructuring-related charges) | (327) | (339) | (344) | |
Beverage Merchandising Restructuring charges | (470) | |||
Other restructuring and asset impairment charges (reversals) | (6) | (58) | (9) | |
(Loss) gain on sale of businesses and noncurrent assets | (2) | 266 | ||
Non-cash pension (expense) income | (8) | 49 | 101 | |
Unrealized losses on derivatives | (1) | (4) | (7) | |
Foreign exchange losses on cash | (6) | (3) | (2) | |
Gain on legal settlement | 15 | |||
Business acquisition costs and purchase accounting adjustments | (6) | (15) | ||
Operational process engineering related consultancy costs | (9) | (21) | ||
Executive transition charges | (2) | (10) | ||
Costs associated with legacy sold facility | (6) | |||
Other | (2) | (4) | ||
(Loss) income from continuing operations before tax | (225) | 468 | 29 | |
Operating Segments | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 916 | 875 | 567 | |
Depreciation and amortization (excluding Beverage Merchandising Restructuring-related charges) | (594) | [1] | (337) | (341) |
Operating Segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 2 | 7 | ||
Unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (76) | $ (92) | $ (43) | |
[1] For the year ended December 31, 2023, Food and Beverage Merchandising depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Segment Information - Reconci_2
Segment Information - Reconciliation of Reportable Segment Depreciation and Amortization to Consolidated Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | [1] | $ 600 | $ 339 | $ 344 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 594 | 337 | 341 | |
Unallocated / Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 6 | $ 2 | $ 3 | |
[1] For the year ended December 31, 2023, total depreciation expense included $ 274 million of accelerated depreciation expense related to the Beverage Merchandising Restructuring. Refer to Note 4, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Segment Information - Reconci_3
Segment Information - Reconciliation of Reportable Segment Depreciation and Amortization to Consolidated Depreciation and Amortization (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 327 | $ 339 | $ 344 |
Food and Beverage Merchandising | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 274 |
Segment Information - Reconci_4
Segment Information - Reconciliation of Reportable Segment Capital Expenditures to Consolidated Capital Expenditures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 285 | $ 258 | $ 282 |
Unallocated / Other | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 17 | 8 | 10 |
Operating Segments | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 268 | $ 250 | $ 272 |
Segment Information - Net Reven
Segment Information - Net Revenues by Product Lines (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total net revenues | $ 5,510 | $ 6,220 | $ 5,437 |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 5,508 | 6,139 | 5,335 |
Reportable Segments | Foodservice | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2,571 | 2,748 | 2,305 |
Reportable Segments | Food and Beverage Merchandising | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2,937 | 3,391 | 3,030 |
Operating Segments | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 5,591 | 6,297 | 5,431 |
Operating Segments | Reportable Segments | Foodservice | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2,571 | 2,748 | 2,305 |
Operating Segments | Reportable Segments | Foodservice | Drinkware | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 1,174 | 1,209 | 914 |
Operating Segments | Reportable Segments | Foodservice | Containers | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 929 | 1,034 | 959 |
Operating Segments | Reportable Segments | Foodservice | Tableware | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 284 | 286 | 222 |
Operating Segments | Reportable Segments | Foodservice | Serviceware and other | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 184 | 219 | 210 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 3,020 | 3,549 | 3,126 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Tableware | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 411 | 439 | 390 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Meat trays | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 423 | 383 | 358 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Bakery/snack/produce/fruit containers | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 494 | 565 | 359 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Prepared food trays | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 148 | 168 | 162 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Egg cartons | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 136 | 119 | 93 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Other | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 243 | 245 | 205 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Cartons for fresh beverage products | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 714 | 822 | 834 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Liquid packaging board | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 378 | 533 | 396 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | Paper products | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 73 | 275 | 329 |
Operating Segments | Other | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2 | 81 | 102 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | (83) | (158) | (96) |
Intersegment Eliminations | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 83 | 158 | 96 |
Intersegment Eliminations | Reportable Segments | Food and Beverage Merchandising | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | $ 83 | $ 158 | $ 96 |
Segment Information - Geographi
Segment Information - Geographic Data for Net Revenues and Long-lived Assets and Operating Lease ROU Assets, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenues | $ 5,510 | $ 6,220 | $ 5,437 |
Long-lived assets | 1,774 | 2,035 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenues | 4,986 | 5,507 | 4,710 |
Long-lived assets | 1,651 | 1,928 | |
Rest of North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenues | 522 | 535 | 447 |
Long-lived assets | 123 | 107 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total net revenues | $ 2 | $ 178 | $ 280 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Footprint optimization $ in Millions | Feb. 29, 2024 USD ($) |
Subsequent Event [Line Items] | |
Restructuring and related activities, description | On February 29, 2024, we announced the Footprint Optimization, a restructuring plan approved by our Board of Directors to optimize our manufacturing and warehousing footprint |
Expected cost savings amount | $ 35 |
Expected capital expenditure during 2024 | 40 |
Expected capital expenditure during 2025 | 45 |
Minimum | Cash Charges | |
Subsequent Event [Line Items] | |
Expected total restructuring charges | 50 |
Minimum | Non-cash Charges | |
Subsequent Event [Line Items] | |
Expected total restructuring charges | 20 |
Maximum | Cash Charges | |
Subsequent Event [Line Items] | |
Expected total restructuring charges | 65 |
Maximum | Non-cash Charges | |
Subsequent Event [Line Items] | |
Expected total restructuring charges | $ 40 |