Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-39528 | |
Entity Registrant Name | PACTIV EVERGREEN INC. | |
Entity Central Index Key | 0001527508 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0927268 | |
Entity Address, Address Line One | 1900 W. Field Court | |
Entity Address, City or Town | Lake Forest | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60045 | |
City Area Code | 847 | |
Local Phone Number | 482-2000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 179,149,463 | |
Title of each class | Common stock, $0.001 par value | |
Trading Symbol(s) | PTVE | |
Name of each exchange on which registered | NASDAQ |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenues | $ 1,252 | $ 1,431 |
Cost of sales | (1,031) | (1,316) |
Gross profit | 221 | 115 |
Selling, general and administrative expenses | (133) | (130) |
Restructuring, asset impairment and other related charges | (17) | (73) |
Other income, net | 3 | |
Operating income (loss) | 74 | (88) |
Non-operating expense, net | (1) | |
Interest expense, net | (59) | (63) |
Income (loss) before tax | 15 | (152) |
Income tax (expense) benefit | (5) | 19 |
Net income (loss) | 10 | (133) |
Income attributable to non-controlling interests | (1) | (1) |
Net income (loss) attributable to Pactiv Evergreen Inc. common shareholders | $ 9 | $ (134) |
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders | ||
Basic | $ 0.04 | $ (0.76) |
Diluted | $ 0.04 | $ (0.76) |
Nonrelated Party | ||
Net revenues | $ 1,172 | $ 1,323 |
Related Party | ||
Net revenues | $ 80 | $ 108 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net income (loss) | $ 10 | $ (133) |
Other comprehensive (loss) income, net of income taxes: | ||
Currency translation adjustments | 1 | 14 |
Defined benefit plans | (1) | (1) |
Foreign exchange derivatives | (1) | |
Interest rate derivatives | 6 | (6) |
Other comprehensive income | 5 | 7 |
Comprehensive income (loss) | 15 | (126) |
Comprehensive income attributable to non-controlling interests | (1) | (1) |
Comprehensive income (loss) attributable to Pactiv Evergreen Inc. common shareholders | $ 14 | $ (127) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 71 | $ 164 |
Accounts receivable, net of allowances of $2 and $3 | 475 | 426 |
Related party receivables | 35 | 35 |
Inventories | 911 | 852 |
Other current assets | 111 | 112 |
Total current assets | 1,603 | 1,589 |
Property, plant and equipment, net | 1,488 | 1,511 |
Operating lease right-of-use assets, net | 282 | 263 |
Goodwill | 1,815 | 1,815 |
Intangible assets, net | 989 | 1,004 |
Other noncurrent assets | 209 | 213 |
Total assets | 6,386 | 6,395 |
Liabilities | ||
Accounts payable | 334 | 300 |
Related party payables | 8 | 7 |
Current portion of long-term debt | 17 | 15 |
Current portion of operating lease liabilities | 66 | 64 |
Income taxes payable | 23 | 11 |
Accrued and other current liabilities | 344 | 399 |
Total current liabilities | 792 | 796 |
Long-term debt | 3,568 | 3,571 |
Long-term operating lease liabilities | 232 | 217 |
Deferred income taxes | 235 | 244 |
Long-term employee benefit obligations | 57 | 57 |
Other noncurrent liabilities | 154 | 161 |
Total liabilities | 5,038 | 5,046 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 179,149,366 and 178,557,086 shares issued and outstanding as of March 31, 2024 and December 31, 2023, 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 | 679 | 676 |
Accumulated other comprehensive loss | (32) | (37) |
Retained earnings | 697 | 706 |
Total equity attributable to Pactiv Evergreen Inc. common shareholders | 1,344 | 1,345 |
Non-controlling interests | 4 | 4 |
Total equity | 1,348 | 1,349 |
Total liabilities and equity | $ 6,386 | $ 6,395 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 179,149,366 | 178,557,086 |
Common stock, shares outstanding (in shares) | 179,149,366 | 178,557,086 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-controlling Interests |
Beginning balance at Dec. 31, 2022 | $ 1,553 | $ 647 | $ (102) | $ 1,003 | $ 5 | |
Beginning balance, Shares at Dec. 31, 2022 | 177,900,000 | |||||
Net (loss) income | (133) | (134) | 1 | |||
Other comprehensive income (loss), net of income taxes | 7 | 7 | ||||
Equity based compensation | 5 | 5 | ||||
Vesting of restricted stock units, net of tax withholdings | (2) | (2) | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 400,000 | |||||
Dividends declared - common shareholders | (18) | (18) | ||||
Dividends declared - non-controlling interests | (1) | (1) | ||||
Disposal of subsidiary | (1) | (1) | ||||
Ending balance at Mar. 31, 2023 | 1,410 | 650 | (95) | 851 | 4 | |
Ending balance, Shares at Mar. 31, 2023 | 178,300,000 | |||||
Beginning balance at Dec. 31, 2023 | $ 1,349 | 676 | (37) | 706 | 4 | |
Beginning balance, Shares at Dec. 31, 2023 | 178,557,086 | 178,600,000 | ||||
Net (loss) income | $ 10 | 9 | 1 | |||
Other comprehensive income (loss), net of income taxes | 5 | 5 | ||||
Equity based compensation | 7 | 7 | ||||
Vesting of restricted stock units, net of tax withholdings | (4) | (4) | ||||
Vesting of restricted stock units, net of tax withholdings, Shares | 500,000 | |||||
Dividends declared - common shareholders | (18) | (18) | ||||
Dividends declared - non-controlling interests | (1) | (1) | ||||
Ending balance at Mar. 31, 2024 | $ 1,348 | $ 679 | $ (32) | $ 697 | $ 4 | |
Ending balance, Shares at Mar. 31, 2024 | 179,149,366 | 179,100,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, dividends | $ 0.1 | $ 0.1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities: | ||
Net income (loss) | $ 10 | $ (133) |
Adjustments to reconcile net income (loss) to operating cash flows: | ||
Depreciation and amortization | 79 | 174 |
Deferred income taxes | (11) | (39) |
Asset impairment and restructuring related non-cash charges (net of reversals) | 1 | 32 |
Non-cash portion of operating lease expense | 21 | 21 |
Other non-cash items, net | 5 | 9 |
Change in assets and liabilities: | ||
Accounts receivable, net | (51) | (53) |
Inventories | (60) | 61 |
Accounts payable | 35 | 11 |
Operating lease payments | (21) | (21) |
Accrued and other current liabilities | (55) | 10 |
Other assets and liabilities | 14 | 16 |
Net cash (used in) provided by operating activities | (33) | 88 |
Investing Activities: | ||
Acquisition of property, plant and equipment | (41) | (63) |
Purchase of investments | (23) | |
Other investing activities | 6 | 3 |
Net cash used in investing activities | (58) | (60) |
Financing Activities: | ||
Long-term debt repayments | (112) | |
Revolver proceeds | 18 | |
Revolver repayments | (18) | |
Dividends paid to common shareholders | (18) | (18) |
Other financing activities | (8) | (5) |
Net cash used in financing activities | (26) | (135) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | 1 |
Decrease in cash, cash equivalents and restricted cash | (116) | (106) |
Cash, cash equivalents and restricted cash, including amounts classified as held for sale, as of beginning of the period | 187 | 557 |
Cash, cash equivalents and restricted cash as of end of the period | 71 | 451 |
Cash, cash equivalents and restricted cash are comprised of: | ||
Cash and cash equivalents | 71 | 427 |
Restricted cash classified as other noncurrent assets | 0 | 24 |
Cash, cash equivalents and restricted cash as of end of the period | 71 | 451 |
Cash paid | ||
Interest paid, net | 35 | 44 |
Income taxes paid, net | $ 6 | $ 7 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Right-of-use assets and lease liabilities recorded during period | $ 35 | $ 11 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 9 | $ (134) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1. Nature of Operation s and Basis of Presentation The accompanying condensed consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations, balance sheet and cash flows. Among other effects, such changes could result in future impairments of goodwill, intangibles and long-lived assets, and adjustments to reserves for employee benefits and income taxes. The estimated recoverable amounts associated with asset impairments represent Level 3 measurements in the fair value hierarchy, which include inputs that are not based on observable market data. Reclassifications and Revision to Restricted Cash We made reclassifications to certain previously reported financial information to conform to our current period presentation. During 2023, we revised the presentation of restricted cash balances on our condensed consolidated statements of cash flows to include restricted cash in the beginning and ending balances for all periods presented. As of March 31, 2023 and December 31, 2022, our consolidated balance sheets included $ 24 million of restricted cash classified as noncurrent assets. There was no impact to our operating, investing or financing cash flow activities. The impact to all previously reported interim and annual periods was not material. As of March 31, 2024, there were no restricted cash balances on our condensed consolidated balance sheet. Recent Accounting Pronouncements We reviewed all recently issued accounting pronouncements and, except for the items below, concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. 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 (the "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. In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which, as adopted, require registrants to include certain climate-related information in their annual reports and registration statements. The rules require, among other matters, information about climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations or financial condition. The required information about climate-related risks also includes disclosure of a registrant’s greenhouse gas emissions. In addition, the rules would require registrants to include certain climate-related financial disclosures in their audited financial statements. As adopted, these disclosure requirements would be phased in over several years beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2026. However, while the SEC has adopted these rules, the rules have been stayed and are subject to pending legal and political challenges causing significant uncertainty regarding when and how they will ultimately apply to us. We are currently assessing the impact of these rules on our consolidated financial statements and related disclosures. |
Restructuring, Asset Impairment
Restructuring, Asset Impairment and Other Related Charges | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Asset Impairment and Other Related Charges | Note 2. Restructuring, Asset Impairment and Other Related Charges 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. We expect to incur capital expenditures of $ 40 million to $ 45 million, total cash restructuring charges of $ 50 million to $ 65 million and total non-cash charges of $ 20 million to $ 40 million, each primarily during 2024 and 2025, to execute our plan. For the three months ended March 31, 2024, we incurred cash charges of $ 8 million primarily related to ongoing optimization activities and non-cash charges of $ 2 million primarily related to accelerated property, plant and equipment depreciation. 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. Beverage Merchandising Restructuring 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. We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process. As a result of the Beverage Merchandising Restructuring, we incurred charges during the three months ended March 31, 2024, and we estimate we will incur further charges in future periods, as follows: For the Three Months Ended Cumulative Charges Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 3 $ 277 $ 280 Other non-cash charges (3) — 50 50 Total non-cash charges $ 3 $ 327 $ 330 Cash: Severance, termination and related costs 1 44 45 Exit, disposal and other transition costs (4) 7 110 115 Total cash charges $ 8 $ 154 $ 160 Total Beverage Merchandising Restructuring charges $ 11 $ 481 $ 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. Cash proceeds received during the three months ended March 31, 2024 were immaterial. As of March 31, 2024 and 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 condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets. (4) Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, systems conversion and other related costs. The Beverage Merchandising Restructuring charges, Footprint Optimization charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of income (loss) as follows by segment: Food and Beverage Foodservice Other Total For the Three Months Ended March 31, 2024 Cost of sales (1) $ 4 $ — $ — $ 4 Restructuring, asset impairment and other related charges (2) 10 5 2 17 Total $ 14 $ 5 $ 2 $ 21 For the Three Months Ended March 31, 2023 Cost of sales $ 112 $ — $ — $ 112 Selling, general and administrative expenses 1 — — 1 Restructuring, asset impairment and other related charges 69 — 4 73 Total $ 182 $ — $ 4 $ 186 (1) Includes $ 2 million of non-cash charges related to the Footprint Optimization. (2) Includes $ 8 million of charges related to the Footprint Optimization, of which $ 5 million relates to our Foodservice segment and $ 3 million relates to our Food and Beverage Merchandising segment. The following table summarizes the changes to our restructuring liability for the three months ended March 31, 2024: December 31, 2023 Charges to Earnings Cash Paid March 31, 2024 Beverage Merchandising Restructuring Severance, termination and related costs $ 9 $ 1 $ ( 3 ) $ 7 Exit, disposal and other transition costs 30 7 ( 14 ) 23 Footprint Optimization Severance, termination and related costs — 8 — 8 Total (1) $ 39 $ 16 $ ( 17 ) $ 38 (1) Comprises $ 34 million classified within accrued and other current liabilities and $ 4 million classified within other noncurrent liabilities as of March 31, 2024 . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories The components of inventories consisted of the following: As of As of Raw materials $ 217 $ 223 Work in progress 82 67 Finished goods 510 465 Spare parts 102 97 Inventories $ 911 $ 852 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 4. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following: As of As of Land and land improvements $ 72 $ 71 Buildings and building improvements 700 690 Machinery and equipment 3,681 3,669 Construction in progress 188 193 Property, plant and equipment, at cost 4,641 4,623 Less: accumulated depreciation ( 3,153 ) ( 3,112 ) Property, plant and equipment, net $ 1,488 $ 1,511 Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of income (loss): For the Three Months Ended March 31, 2024 2023 Cost of sales $ 58 $ 152 Selling, general and administrative expenses 6 7 Total depreciation expense (1) $ 64 $ 159 (1) For the three months ended March 31, 2024 and 2023, total depreciation expense included $ 4 million and $ 90 milli on, respectively, of accelerated depreciation expense related to the restructuring programs, substantially all of which was included in cost of sales. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 5. Goodwill and Intangible Assets Goodwill by reportable segment was as follows: Foodservice Food and Beverage Total As of December 31, 2023 $ 958 $ 857 $ 1,815 Movements — — — As of March 31, 2024 $ 958 $ 857 $ 1,815 Intangible assets, net consisted of the following: As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,060 $ ( 710 ) $ 350 $ 1,062 $ ( 698 ) $ 364 Trademarks 42 ( 16 ) 26 42 ( 15 ) 27 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,109 $ ( 733 ) $ 376 $ 1,111 $ ( 720 ) $ 391 Indefinite-lived intangible assets Trademarks $ 554 $ — $ 554 $ 554 $ — $ 554 Other 59 — 59 59 — 59 Total indefinite-lived intangible assets $ 613 $ — $ 613 $ 613 $ — $ 613 Total intangible assets $ 1,722 $ ( 733 ) $ 989 $ 1,724 $ ( 720 ) $ 1,004 Amortization expense for intangible assets of $ 15 million for each of the three months ended March 31, 2024 and 2023 was recognized in selling, general and administrative expenses. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: As of As of Personnel costs $ 75 $ 134 Rebates and credits 65 85 Restructuring costs (1) 34 36 Interest 41 17 Other (2) 129 127 Accrued and other current liabilities $ 344 $ 399 (1) Restructuring costs relate to the Beverage Merchandising Restructuring and the Footprint Optimization. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other included items such as freight, utilities and property and other non-income related taxes. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Debt consisted of the following: As of As of Credit Agreement $ 1,680 $ 1,680 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 39 41 Total principal amount of borrowings 3,603 3,605 Deferred debt issuance costs (“DIC”) ( 11 ) ( 11 ) Original issue discounts, net of premiums (“OID”) ( 7 ) ( 8 ) 3,585 3,586 Less: current portion ( 17 ) ( 15 ) Long-term debt $ 3,568 $ 3,571 We were in compliance with all debt covenants during the three months ended March 31, 2024 and the year ended December 31, 2023. 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 March 31, 2024, 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 borrowed $ 18 million of our $ 250 million Revolving Tranche facility and repaid the amount plus interest during the first quarter of 2024. On May 1, 2024, we further amended the Credit Agreement to increase the capacity on our Revolving Tranche facility from $ 250 million to $ 1,100 million and extend the maturity date to May 1, 2029 . We also amended the applicable interest rate and other pricing terms, including by replacing the facility fee with a lower fee on unutilized capacity. There were no other material changes to the terms of the Credit Agreement as a result of this amendment . The weighted average contractual interest rate related to our U.S. term loans Tranche B-2 and B-3 for the three months ended March 31, 2024 was 8.70 %. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the three months ended March 31, 2023 were 7.77 % and 7.78 %, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rates on our U.S. term loans were 7.91 % and 7.59 % for the three months ended March 31, 2024 and March 31, 2023, respectively. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 8, Financial Instruments , for additional details regarding the interest rate swap agreements. PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes. Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25 % of the principal amount of our U.S. term loans Tranche B-3. Additionally, we are required to make annual prepayments of term loans with up to 50 % of excess cash flow (which will be reduced to 25 % or 0 % if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 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 March 31, 2024, 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 (the “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 March 31, 2024, our outstanding debentures (together, the “Pactiv Debentures”) were as follows: Maturity Date Interest Payment Dates 7.950 % Debentures due 2025 December 15, 2025 June 15 and December 15 8.375 % Debentures due 2027 April 15, 2027 April 15 and October 15 The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates. The Pactiv Debentures are not guaranteed and are unsecured. The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property. The 8.375 % Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption. Other borrowings Other borrowings represented finance lease obligations of $ 39 million and $ 41 million as of March 31, 2024 and December 31, 2023, respectively. Scheduled maturities Below is a schedule of required future repayments on our debt outstanding as of March 31, 2024: 2024 $ 13 2025 233 2026 706 2027 1,183 2028 1,457 Thereafter 11 Total principal amount of borrowings $ 3,603 Fair value of our long-term debt The fair value of our long-term debt as of March 31, 2024 and December 31, 2023 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of March 31, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 1,673 $ 1,687 $ 1,672 $ 1,687 Notes: 4.000 % Senior Secured Notes due 2027 995 935 995 942 4.375 % Senior Secured Notes due 2028 496 467 496 471 Pactiv Debentures: 7.950 % Debentures due 2025 216 223 216 221 8.375 % Debentures due 2027 166 174 166 172 Other 39 39 41 41 Total $ 3,585 $ 3,525 $ 3,586 $ 3,534 Interest expense, net Interest expense, net consisted of the following: For the Three Months Ended March 31, 2024 2023 Interest expense: Credit Agreement $ 37 $ 43 Notes 15 15 Pactiv Debentures 8 8 Interest income ( 1 ) ( 4 ) Amortization of DIC and OID 1 1 Realized derivative gains ( 3 ) ( 1 ) Other 2 1 Interest expense, net $ 59 $ 63 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Note 8. Financial Instruments We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets: As of March 31, 2024 As of December 31, 2023 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 5 ) $ — $ ( 6 ) Foreign exchange derivatives — ( 1 ) — — Interest rate derivatives 8 — 6 ( 6 ) Total fair value $ 8 $ ( 6 ) $ 6 $ ( 12 ) Classification: Other current assets $ 8 $ — $ 6 $ — Other noncurrent assets — — — — Accrued and other current liabilities — ( 5 ) — ( 5 ) Other noncurrent liabilities — ( 1 ) — ( 7 ) Total fair value $ 8 $ ( 6 ) $ 6 $ ( 12 ) Our derivatives are comprised of commodity and interest rate swaps and foreign currency exchange forward contracts. 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, interest rates and foreign currency exchange 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 first quarter of 2024, we entered into foreign currency exchange forward contracts to reduce our risk from exchange rate fluctuations associated with purchases denominated in a foreign currency. We are exposed to market risk for changes in foreign currency exchange rates due to the global nature of our operations and certain commodity risks. In order to manage these risks, we hedged portions of our forecasted purchases expected to occur within the next twelve months that are denominated in non-functional currencies, with foreign currency forward contracts designated as cash flow hedges. As of March 31, 2024, we had contracts with U.S. dollar equivalent notional amounts of $ 34 million to exchange the Mexican peso. We believe it is probable that all forecasted cash flow transactions will occur. During the fourth quarter of 2022, we entered into derivative financial instruments with several large financial institutions which swapped the LIBO rate for a weighted average fixed rate of 4.120 % for an aggregate notional amount of $ 1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we amended our interest rate swap agreements to replace the interest rate benchmark from LIBOR to SOFR, effective for swap payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, including t he weighted average fixed rate of 4.120 %, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements. During the three months ended March 31, 2024, we recognized an unrealized loss of $ 1 million within other comprehensive income (loss) for our foreign currency exchange forward contracts. As of March 31, 2024 , we expected to reclassify $ 1 million of losses, net of tax, from accumulated other comprehensive income (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 three months ended March 31, 2024 and 2023, we recognized realized gains of $ 3 million and $ 1 million , respectively, within interest expense, net and an unrealized gain of $ 11 million and an unrealized loss of $ 7 million , respectively, within other comprehensive income (loss) for our interest rate derivatives. As of March 31, 2024, we expected to reclassify $ 6 million of gains, net of tax, from 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 three months ended March 31, 2024 and 2023, we recognized an unrealized gain of $ 1 million and an unrealized loss of $ 2 million , respectively, in cost of sales, for our commodity swap contracts. The following table provides the detail of outstanding commodity derivative contracts as of March 31, 2024: Type Unit of Measure Contracted Contracted Contracted Date of Natural gas swaps Million BTU 2,380,000 $ 4.63 - $ 5.37 May 2024 - Dec 2025 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Note 9. Employee Benefits Net periodic benefit expense for our defined benefit pension plans and other post-employment benefit plans, which was recognized in non-operating expense, net in our condensed consolidated statements of income (loss), consisted of the following: For the Three Months Ended March 31, 2024 2023 Interest cost $ ( 12 ) $ ( 13 ) Expected return on plan assets 11 11 Amortization of actuarial gains 1 1 Total net periodic benefit cost $ — $ ( 1 ) Contributions to the Pension Plan for Pactiv Evergreen (“PPPE”) during the year ending December 31, 2024 are expected to be less than $ 1 million. |
Other Income, Net
Other Income, Net | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, Net | Note 10. Other Income, Net Other income, net consisted of the following: For the Three Months Ended March 31, 2024 2023 Gain on sale of businesses and noncurrent assets $ 1 $ — Other 2 — Other income, net $ 3 $ — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We are also involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our balance sheet, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, results of operations or cash flows in a future period. Except for amounts provided, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote. Indemnities As part of the agreements for the sale of various businesses, we have provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. Any claims pursuant to these warranties and indemnities, if successful, could have a material effect on our balance sheet, results of operations or cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 12. Accumulated Other Comprehensive Loss The following table summarizes the changes in our balances of each component of AOCL: For the Three Months Ended March 31, 2024 2023 Currency translation adjustments: Balance as of beginning of period $ ( 163 ) $ ( 189 ) Currency translation adjustments 1 14 Other comprehensive income 1 14 Balance as of end of period $ ( 162 ) $ ( 175 ) Defined benefit plans: Balance as of beginning of period $ 127 $ 88 Gain reclassified from AOCL: Amortization of experience gains ( 1 ) ( 1 ) Other comprehensive loss ( 1 ) ( 1 ) Balance as of end of period $ 126 $ 87 Foreign exchange derivatives: Balance as of beginning of period $ — $ — Net derivative loss ( 1 ) — Other comprehensive loss ( 1 ) — Balance as of end of period $ ( 1 ) $ — Interest rate derivatives: Balance as of beginning of period $ ( 1 ) $ ( 1 ) Net derivative gain (loss) 11 ( 7 ) Deferred tax expense on net derivative gain (loss) ( 3 ) 2 Gain reclassified from AOCL ( 3 ) ( 1 ) Deferred tax expense on reclassification (1) 1 — Other comprehensive income (loss) 6 ( 6 ) Balance as of end of period $ 5 $ ( 7 ) AOCL Balance as of beginning of period $ ( 37 ) $ ( 102 ) Other comprehensive income 5 7 Balance as of end of period $ ( 32 ) $ ( 95 ) (1) Taxes reclassified to income are recorded in income tax (expense) benefit. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The effective tax rates for the three months ended March 31, 2024 and 2023 represent our estimate of the annual effective tax rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur. During the three months ended March 31, 2024, we recognized a tax expense of $ 5 million on income before tax of $ 15 million. During the three months ended March 31, 2023, we recognized a tax benefit of $ 19 million on loss before tax of $ 152 million. The effective tax rate for the aforementioned periods was driven primarily by the inability to recognize a tax benefit on all interest expense. We are under audit by the Internal Revenue Service (“IRS”) and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of March 31, 2024, we have not received any proposed adjustments from taxing authorities that would be material. Although the ultimate timing is uncertain, it is reasonably possible that a reduction of up to $ 9 million of unrecognized tax benefits could occur within the next twelve months due to changes in audit status, settlements of tax assessments and other events. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions As of March 31, 2024, approximately 77 % of our shares were owned by PFL. Transactions with our related parties are detailed below. All of our related parties are commonly controlled by Mr. Graeme Hart, our controlling shareholder, except for our joint ventures. Income (expense) for the Balance Outstanding as of 2024 2023 March 31, 2024 December 31, 2023 Joint ventures Included in other current assets $ 1 $ 1 Sale of goods and services (1) $ — $ 2 Other common controlled entities Related party receivables 35 35 Sale of goods and services (2) 80 106 Rental income and transition services agreements (2) 1 1 Charges (3) 1 — Related party payables ( 8 ) ( 7 ) Purchase of goods (2)(4) ( 22 ) ( 27 ) Charges (3) ( 3 ) ( 3 ) (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 . 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 | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Based Compensation | Note 15. Equity Based Compensation We established the Pactiv Evergreen Inc. Equity Incentive Plan for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors. Equity based compensation costs were $ 7 million and $ 5 million for the three months ended March 31, 2024 and 2023, respectively, substantially all of which was recognized in selling, general and administrative expenses. Restricted Stock Units During the three months ended March 31, 2024 , we granted restricted stock units (“RSUs”) to certain members of management and a member of our Board of Directors. These RSUs require future service to be provided and generally vest in annual installments over a period of three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during 2024: (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 2,707 $ 10.06 Granted (1) 1,568 13.02 Forfeited ( 15 ) 9.50 Vested ( 957 ) 13.08 Non-vested, at March 31 3,303 $ 10.59 (1) Included 21 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 March 31, 2024 was $ 24 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the three months ended March 31, 2024 was $ 12 million. Performance Share Units During the three months ended March 31, 2024 , we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee of our Board of Directors, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0 % and 200 %. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during 2024: (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 2,846 $ 9.52 Granted (1) 820 13.04 Forfeited ( 281 ) 9.79 Non-vested, at March 31 3,385 $ 10.35 (1) Included 22 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 March 31, 2024 was $ 27 million, which is expected to be recognized over a weighted average period of 2.0 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 16. Earnings Per Share Earnings (loss) per share, including a reconciliation of the number of shares used for our earnings (loss) per share calculation, was as follows: For the Three Months Ended March 31, 2024 2023 Numerator Net earnings (loss) attributable to common shareholders $ 9 $ ( 134 ) Less: dividend-equivalents declared for equity based awards ( 2 ) ( 1 ) Total net earnings (loss) available to common shareholders $ 7 $ ( 135 ) Denominator Weighted average number of shares outstanding - basic 179.4 178.4 Effect of dilutive securities 1.4 — Weighted average number of shares outstanding - diluted 180.8 178.4 Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders Basic $ 0.04 $ ( 0.76 ) Diluted $ 0.04 $ ( 0.76 ) There were no anti-dilutive potential common shares excluded from the calculation above during the three months ended March 31, 2024. The weighted average number of anti-dilutive potential common shares excluded from the calculation above was 0.8 million shares for the three months ended March 31, 2023. On April 30, 2024 , our Board of Directors declared a dividend of $ 0.10 per share to be paid on June 14, 2024 to shareholders of record as of May 31, 2024 . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Note 17. Segment Information In the second quarter of 2023, in conjunction with the Beverage Merchandising Restructuring, we implemented a new operating and reporting structure resulting in the combination of our legacy Food Merchandising and Beverage Merchandising segments, creating our Food and Beverage Merchandising segment. Refer to Note 2, 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 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 generated revenue from the sale of caps and closures, and are presented as “Other”. As of March 31, 2023, we had disposed of all of the remaining components of our former closures 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 and gains or losses on certain legal settlements. Foodservice Food and Beverage Reportable For the Three Months Ended March 31, 2024 Net revenues $ 597 $ 655 $ 1,252 Intersegment revenues — 5 5 Total reportable segment net revenues $ 597 $ 660 $ 1,257 Adjusted EBITDA $ 90 $ 100 $ 190 For the Three Months Ended March 31, 2023 Net revenues $ 614 $ 815 $ 1,429 Intersegment revenues — 35 35 Total reportable segment net revenues $ 614 $ 850 $ 1,464 Adjusted EBITDA $ 106 $ 101 $ 207 Reportable segment assets consisted of the following: Foodservice Food and Beverage Reportable As of March 31, 2024 $ 1,357 $ 1,488 $ 2,845 As of December 31, 2023 1,251 1,511 2,762 The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) before income taxes: For the Three Months Ended March 31, 2024 2023 Reportable segment Adjusted EBITDA $ 190 $ 207 Unallocated ( 22 ) ( 18 ) 168 189 Adjustments to reconcile to GAAP income (loss) before income taxes Interest expense, net ( 59 ) ( 63 ) Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges) ( 75 ) ( 84 ) Beverage Merchandising Restructuring charges ( 11 ) ( 187 ) Footprint Optimization charges ( 10 ) — Other restructuring and asset impairment charges (reversals) — 1 Gain on sale of businesses and noncurrent assets 1 — Non-cash pension expense — ( 1 ) Unrealized gains (losses) on commodity derivatives 1 ( 2 ) Foreign exchange losses on cash — ( 4 ) Other — ( 1 ) Income (loss) before tax $ 15 $ ( 152 ) Information in Relation to Products Net revenues by product line are as follows: For the Three Months Ended March 31, 2024 2023 Foodservice Drinkware $ 260 $ 264 Containers 225 229 Tableware 68 75 Serviceware and other 44 46 Food and Beverage Merchandising Cartons for fresh beverage products 184 195 Bakery/snack/produce/fruit containers 108 128 Meat trays 104 106 Tableware 92 103 Liquid packaging board 55 128 Egg cartons 38 38 Prepared food trays 27 36 Paper products — 47 Other 52 69 Total reportable segment net revenues 1,257 1,464 Other / Unallocated Other — 2 Intersegment eliminations ( 5 ) ( 35 ) Total net revenues $ 1,252 $ 1,431 For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications and Revision to Restricted Cash | Reclassifications and Revision to Restricted Cash We made reclassifications to certain previously reported financial information to conform to our current period presentation. During 2023, we revised the presentation of restricted cash balances on our condensed consolidated statements of cash flows to include restricted cash in the beginning and ending balances for all periods presented. As of March 31, 2023 and December 31, 2022, our consolidated balance sheets included $ 24 million of restricted cash classified as noncurrent assets. There was no impact to our operating, investing or financing cash flow activities. The impact to all previously reported interim and annual periods was not material. As of March 31, 2024, there were no restricted cash balances on our condensed consolidated balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We reviewed all recently issued accounting pronouncements and, except for the items below, concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements. 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 (the "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. In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which, as adopted, require registrants to include certain climate-related information in their annual reports and registration statements. The rules require, among other matters, information about climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations or financial condition. The required information about climate-related risks also includes disclosure of a registrant’s greenhouse gas emissions. In addition, the rules would require registrants to include certain climate-related financial disclosures in their audited financial statements. As adopted, these disclosure requirements would be phased in over several years beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2026. However, while the SEC has adopted these rules, the rules have been stayed and are subject to pending legal and political challenges causing significant uncertainty regarding when and how they will ultimately apply to us. We are currently assessing the impact of these rules on our consolidated financial statements and related disclosures. |
Restructuring, Asset Impairme_2
Restructuring, Asset Impairment and Other Related Charges (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Incurred and Further Charges in Future Periods Due to Restructuring Plan | As a result of the Beverage Merchandising Restructuring, we incurred charges during the three months ended March 31, 2024, and we estimate we will incur further charges in future periods, as follows: For the Three Months Ended Cumulative Charges Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 3 $ 277 $ 280 Other non-cash charges (3) — 50 50 Total non-cash charges $ 3 $ 327 $ 330 Cash: Severance, termination and related costs 1 44 45 Exit, disposal and other transition costs (4) 7 110 115 Total cash charges $ 8 $ 154 $ 160 Total Beverage Merchandising Restructuring charges $ 11 $ 481 $ 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. Cash proceeds received during the three months ended March 31, 2024 were immaterial. As of March 31, 2024 and 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 condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets. (4) Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, systems conversion and other related costs. |
Summary of Restructuring, Asset Impairment and Other Related Charges | The Beverage Merchandising Restructuring charges, Footprint Optimization charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of income (loss) as follows by segment: Food and Beverage Foodservice Other Total For the Three Months Ended March 31, 2024 Cost of sales (1) $ 4 $ — $ — $ 4 Restructuring, asset impairment and other related charges (2) 10 5 2 17 Total $ 14 $ 5 $ 2 $ 21 For the Three Months Ended March 31, 2023 Cost of sales $ 112 $ — $ — $ 112 Selling, general and administrative expenses 1 — — 1 Restructuring, asset impairment and other related charges 69 — 4 73 Total $ 182 $ — $ 4 $ 186 (1) Includes $ 2 million of non-cash charges related to the Footprint Optimization. (2) Includes $ 8 million of charges related to the Footprint Optimization, of which $ 5 million relates to our Foodservice segment and $ 3 million relates to our Food and Beverage Merchandising segment. The following table summarizes the changes to our restructuring liability for the three months ended March 31, 2024: December 31, 2023 Charges to Earnings Cash Paid March 31, 2024 Beverage Merchandising Restructuring Severance, termination and related costs $ 9 $ 1 $ ( 3 ) $ 7 Exit, disposal and other transition costs 30 7 ( 14 ) 23 Footprint Optimization Severance, termination and related costs — 8 — 8 Total (1) $ 39 $ 16 $ ( 17 ) $ 38 (1) Comprises $ 34 million classified within accrued and other current liabilities and $ 4 million classified within other noncurrent liabilities as of March 31, 2024 . |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventory | The components of inventories consisted of the following: As of As of Raw materials $ 217 $ 223 Work in progress 82 67 Finished goods 510 465 Spare parts 102 97 Inventories $ 911 $ 852 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment, Net and Depreciation Expense | Property, plant and equipment, net consisted of the following: As of As of Land and land improvements $ 72 $ 71 Buildings and building improvements 700 690 Machinery and equipment 3,681 3,669 Construction in progress 188 193 Property, plant and equipment, at cost 4,641 4,623 Less: accumulated depreciation ( 3,153 ) ( 3,112 ) Property, plant and equipment, net $ 1,488 $ 1,511 Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of income (loss): For the Three Months Ended March 31, 2024 2023 Cost of sales $ 58 $ 152 Selling, general and administrative expenses 6 7 Total depreciation expense (1) $ 64 $ 159 (1) For the three months ended March 31, 2024 and 2023, total depreciation expense included $ 4 million and $ 90 milli on, respectively, of accelerated depreciation expense related to the restructuring programs, substantially all of which was included in cost of sales. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges , for additional details. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill by Reportable Segment | Goodwill by reportable segment was as follows: Foodservice Food and Beverage Total As of December 31, 2023 $ 958 $ 857 $ 1,815 Movements — — — As of March 31, 2024 $ 958 $ 857 $ 1,815 |
Summary of Indefinite-Lived Intangible Assets | Intangible assets, net consisted of the following: As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 1,060 $ ( 710 ) $ 350 $ 1,062 $ ( 698 ) $ 364 Trademarks 42 ( 16 ) 26 42 ( 15 ) 27 Other 7 ( 7 ) — 7 ( 7 ) — Total finite-lived intangible assets $ 1,109 $ ( 733 ) $ 376 $ 1,111 $ ( 720 ) $ 391 Indefinite-lived intangible assets Trademarks $ 554 $ — $ 554 $ 554 $ — $ 554 Other 59 — 59 59 — 59 Total indefinite-lived intangible assets $ 613 $ — $ 613 $ 613 $ — $ 613 Total intangible assets $ 1,722 $ ( 733 ) $ 989 $ 1,724 $ ( 720 ) $ 1,004 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: As of As of Personnel costs $ 75 $ 134 Rebates and credits 65 85 Restructuring costs (1) 34 36 Interest 41 17 Other (2) 129 127 Accrued and other current liabilities $ 344 $ 399 (1) Restructuring costs relate to the Beverage Merchandising Restructuring and the Footprint Optimization. Refer to Note 2, Restructuring, Asset Impairment and Other Related Charges , for additional details. (2) Other included items such as freight, utilities and property and other non-income related taxes. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Debt | Debt consisted of the following: As of As of Credit Agreement $ 1,680 $ 1,680 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 39 41 Total principal amount of borrowings 3,603 3,605 Deferred debt issuance costs (“DIC”) ( 11 ) ( 11 ) Original issue discounts, net of premiums (“OID”) ( 7 ) ( 8 ) 3,585 3,586 Less: current portion ( 17 ) ( 15 ) Long-term debt $ 3,568 $ 3,571 |
Summary of Components of the Credit Agreement | As of March 31, 2024, 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 March 31, 2024, 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 March 31, 2024, 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 March 31, 2024: 2024 $ 13 2025 233 2026 706 2027 1,183 2028 1,457 Thereafter 11 Total principal amount of borrowings $ 3,603 |
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 March 31, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 1,673 $ 1,687 $ 1,672 $ 1,687 Notes: 4.000 % Senior Secured Notes due 2027 995 935 995 942 4.375 % Senior Secured Notes due 2028 496 467 496 471 Pactiv Debentures: 7.950 % Debentures due 2025 216 223 216 221 8.375 % Debentures due 2027 166 174 166 172 Other 39 39 41 41 Total $ 3,585 $ 3,525 $ 3,586 $ 3,534 |
Interest Expense, Net | Interest expense, net consisted of the following: For the Three Months Ended March 31, 2024 2023 Interest expense: Credit Agreement $ 37 $ 43 Notes 15 15 Pactiv Debentures 8 8 Interest income ( 1 ) ( 4 ) Amortization of DIC and OID 1 1 Realized derivative gains ( 3 ) ( 1 ) Other 2 1 Interest expense, net $ 59 $ 63 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets: As of March 31, 2024 As of December 31, 2023 Asset Liability Asset Liability Commodity swap contracts $ — $ ( 5 ) $ — $ ( 6 ) Foreign exchange derivatives — ( 1 ) — — Interest rate derivatives 8 — 6 ( 6 ) Total fair value $ 8 $ ( 6 ) $ 6 $ ( 12 ) Classification: Other current assets $ 8 $ — $ 6 $ — Other noncurrent assets — — — — Accrued and other current liabilities — ( 5 ) — ( 5 ) Other noncurrent liabilities — ( 1 ) — ( 7 ) Total fair value $ 8 $ ( 6 ) $ 6 $ ( 12 ) |
Summary of Outstanding Commodity Derivative Contracts | The following table provides the detail of outstanding commodity derivative contracts as of March 31, 2024: Type Unit of Measure Contracted Contracted Contracted Date of Natural gas swaps Million BTU 2,380,000 $ 4.63 - $ 5.37 May 2024 - Dec 2025 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Net Periodic Benefit for Defined Benefit Pension Plans and Other Post-employment Benefit Plans | Net periodic benefit expense for our defined benefit pension plans and other post-employment benefit plans, which was recognized in non-operating expense, net in our condensed consolidated statements of income (loss), consisted of the following: For the Three Months Ended March 31, 2024 2023 Interest cost $ ( 12 ) $ ( 13 ) Expected return on plan assets 11 11 Amortization of actuarial gains 1 1 Total net periodic benefit cost $ — $ ( 1 ) |
Other Income, Net (Tables)
Other Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net consisted of the following: For the Three Months Ended March 31, 2024 2023 Gain on sale of businesses and noncurrent assets $ 1 $ — Other 2 — Other income, net $ 3 $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the changes in our balances of each component of AOCL: For the Three Months Ended March 31, 2024 2023 Currency translation adjustments: Balance as of beginning of period $ ( 163 ) $ ( 189 ) Currency translation adjustments 1 14 Other comprehensive income 1 14 Balance as of end of period $ ( 162 ) $ ( 175 ) Defined benefit plans: Balance as of beginning of period $ 127 $ 88 Gain reclassified from AOCL: Amortization of experience gains ( 1 ) ( 1 ) Other comprehensive loss ( 1 ) ( 1 ) Balance as of end of period $ 126 $ 87 Foreign exchange derivatives: Balance as of beginning of period $ — $ — Net derivative loss ( 1 ) — Other comprehensive loss ( 1 ) — Balance as of end of period $ ( 1 ) $ — Interest rate derivatives: Balance as of beginning of period $ ( 1 ) $ ( 1 ) Net derivative gain (loss) 11 ( 7 ) Deferred tax expense on net derivative gain (loss) ( 3 ) 2 Gain reclassified from AOCL ( 3 ) ( 1 ) Deferred tax expense on reclassification (1) 1 — Other comprehensive income (loss) 6 ( 6 ) Balance as of end of period $ 5 $ ( 7 ) AOCL Balance as of beginning of period $ ( 37 ) $ ( 102 ) Other comprehensive income 5 7 Balance as of end of period $ ( 32 ) $ ( 95 ) (1) Taxes reclassified to income are recorded in income tax (expense) benefit. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Income (expense) for the Balance Outstanding as of 2024 2023 March 31, 2024 December 31, 2023 Joint ventures Included in other current assets $ 1 $ 1 Sale of goods and services (1) $ — $ 2 Other common controlled entities Related party receivables 35 35 Sale of goods and services (2) 80 106 Rental income and transition services agreements (2) 1 1 Charges (3) 1 — Related party payables ( 8 ) ( 7 ) Purchase of goods (2)(4) ( 22 ) ( 27 ) Charges (3) ( 3 ) ( 3 ) (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 . 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) | 3 Months Ended |
Mar. 31, 2024 | |
Restricted Stock Units (RSUs) | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during 2024: (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 2,707 $ 10.06 Granted (1) 1,568 13.02 Forfeited ( 15 ) 9.50 Vested ( 957 ) 13.08 Non-vested, at March 31 3,303 $ 10.59 (1) Included 21 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 2024: (In thousands, except per share amounts) Number of Weighted Non-vested, at January 1 2,846 $ 9.52 Granted (1) 820 13.04 Forfeited ( 281 ) 9.79 Non-vested, at March 31 3,385 $ 10.35 (1) Included 22 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) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of the Basic and Diluted Earnings (Loss) Per Share | Earnings (loss) per share, including a reconciliation of the number of shares used for our earnings (loss) per share calculation, was as follows: For the Three Months Ended March 31, 2024 2023 Numerator Net earnings (loss) attributable to common shareholders $ 9 $ ( 134 ) Less: dividend-equivalents declared for equity based awards ( 2 ) ( 1 ) Total net earnings (loss) available to common shareholders $ 7 $ ( 135 ) Denominator Weighted average number of shares outstanding - basic 179.4 178.4 Effect of dilutive securities 1.4 — Weighted average number of shares outstanding - diluted 180.8 178.4 Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders Basic $ 0.04 $ ( 0.76 ) Diluted $ 0.04 $ ( 0.76 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Foodservice Food and Beverage Reportable For the Three Months Ended March 31, 2024 Net revenues $ 597 $ 655 $ 1,252 Intersegment revenues — 5 5 Total reportable segment net revenues $ 597 $ 660 $ 1,257 Adjusted EBITDA $ 90 $ 100 $ 190 For the Three Months Ended March 31, 2023 Net revenues $ 614 $ 815 $ 1,429 Intersegment revenues — 35 35 Total reportable segment net revenues $ 614 $ 850 $ 1,464 Adjusted EBITDA $ 106 $ 101 $ 207 Reportable segment assets consisted of the following: Foodservice Food and Beverage Reportable As of March 31, 2024 $ 1,357 $ 1,488 $ 2,845 As of December 31, 2023 1,251 1,511 2,762 |
Reconciliation of Operating Profit (Loss) | The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated income (loss) before income taxes: For the Three Months Ended March 31, 2024 2023 Reportable segment Adjusted EBITDA $ 190 $ 207 Unallocated ( 22 ) ( 18 ) 168 189 Adjustments to reconcile to GAAP income (loss) before income taxes Interest expense, net ( 59 ) ( 63 ) Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges) ( 75 ) ( 84 ) Beverage Merchandising Restructuring charges ( 11 ) ( 187 ) Footprint Optimization charges ( 10 ) — Other restructuring and asset impairment charges (reversals) — 1 Gain on sale of businesses and noncurrent assets 1 — Non-cash pension expense — ( 1 ) Unrealized gains (losses) on commodity derivatives 1 ( 2 ) Foreign exchange losses on cash — ( 4 ) Other — ( 1 ) Income (loss) before tax $ 15 $ ( 152 ) The following table presents a reconciliation of reportable segment assets to consolidated assets: As of As of Reportable segment assets (1) $ 2,845 $ 2,762 Unallocated (2) 3,541 3,633 Total assets $ 6,386 $ 6,395 (1) Reportable segment assets represent trade receivables, inventory and property, plant and equipment. (2) Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. |
Reconciliation of Assets from Segment to Consolidated | The following table presents a reconciliation of reportable segment assets to consolidated assets: As of As of Reportable segment assets (1) $ 2,845 $ 2,762 Unallocated (2) 3,541 3,633 Total assets $ 6,386 $ 6,395 (1) Reportable segment assets represent trade receivables, inventory and property, plant and equipment. (2) Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. |
Summary of Net Revenues by Product Line | Net revenues by product line are as follows: For the Three Months Ended March 31, 2024 2023 Foodservice Drinkware $ 260 $ 264 Containers 225 229 Tableware 68 75 Serviceware and other 44 46 Food and Beverage Merchandising Cartons for fresh beverage products 184 195 Bakery/snack/produce/fruit containers 108 128 Meat trays 104 106 Tableware 92 103 Liquid packaging board 55 128 Egg cartons 38 38 Prepared food trays 27 36 Paper products — 47 Other 52 69 Total reportable segment net revenues 1,257 1,464 Other / Unallocated Other — 2 Intersegment eliminations ( 5 ) ( 35 ) Total net revenues $ 1,252 $ 1,431 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Noncurrent restricted cash | $ 0 | $ 24 | $ 24 |
Restructuring, Asset Impairme_3
Restructuring, Asset Impairment and Other Related Charges - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 29, 2024 | Mar. 31, 2024 | |
Footprint Optimization | ||
Restructuring Cost And Reserve [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 capital expenditure during 2024 | $ 40 | |
Expected capital expenditure during 2025 | 45 | |
Incurred Charges | $ 8 | |
Footprint Optimization | Cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 8 | |
Footprint Optimization | Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Incurred Charges | 2 | |
Footprint Optimization | Minimum | Cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | 50 | |
Footprint Optimization | Minimum | Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | 20 | |
Footprint Optimization | Maximum | Cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | 65 | |
Footprint Optimization | Maximum | Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | $ 40 | |
Beverage Merchandising | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | $ 490 | |
Restructuring and related activities, announcement date | Mar. 06, 2023 | |
Incurred Charges | $ 11 | |
Beverage Merchandising | Cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | 160 | |
Incurred Charges | 8 | |
Beverage Merchandising | Non-cash Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Expected total restructuring charges | 330 | |
Incurred Charges | $ 3 |
Restructuring, Asset Impairme_4
Restructuring, Asset Impairment and Other Related Charges - Incurred and Further Charges in Future Periods Due to Restructuring Plan (Details) - Beverage Merchandising $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | $ 11 |
Cumulative Charges Incurred to Date | 481 |
Total Expected Charges | $ 490 |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) |
Non-cash Charges | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | $ 3 |
Cumulative Charges Incurred to Date | 327 |
Total Expected Charges | 330 |
Non-cash Charges | Accelerated Property, Plant and Equipment Depreciation | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | 3 |
Cumulative Charges Incurred to Date | 277 |
Total Expected Charges | 280 |
Non-cash Charges | Other Non-cash Charges | |
Restructuring Cost And Reserve [Line Items] | |
Cumulative Charges Incurred to Date | 50 |
Total Expected Charges | 50 |
Cash Charges | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | 8 |
Cumulative Charges Incurred to Date | 154 |
Total Expected Charges | 160 |
Cash Charges | Severance, Termination and Related Costs | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | 1 |
Cumulative Charges Incurred to Date | 44 |
Total Expected Charges | 45 |
Cash Charges | Exit, Disposal and Other Transition Costs | |
Restructuring Cost And Reserve [Line Items] | |
Incurred Charges | 7 |
Cumulative Charges Incurred to Date | 110 |
Total Expected Charges | $ 115 |
Restructuring, Asset Impairme_5
Restructuring, Asset Impairment and Other Related Charges - Incurred and Further Charges in Future Periods Due to Restructuring Plan (Parenthetical) (Details) - Beverage Merchandising - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Cash proceeds | $ 4 | |
Properties held for sale | $ 4 | $ 4 |
Restructuring, Asset Impairme_6
Restructuring, Asset Impairment and Other Related Charges - Summary of Restructuring, Asset Impairment and Other Related Charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost And Reserve [Line Items] | ||
Total | $ 21 | $ 186 |
Cost of Sales | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 4 | 112 |
Selling, General and Administrative Expenses | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 1 | |
Restructuring, Asset Impairment and Other Related Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 17 | 73 |
Food and Beverage Merchandising | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 14 | 182 |
Food and Beverage Merchandising | Cost of Sales | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 4 | 112 |
Food and Beverage Merchandising | Selling, General and Administrative Expenses | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 1 | |
Food and Beverage Merchandising | Restructuring, Asset Impairment and Other Related Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 10 | 69 |
Foodservice | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 5 | |
Foodservice | Restructuring, Asset Impairment and Other Related Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 5 | |
Other | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | 2 | 4 |
Other | Restructuring, Asset Impairment and Other Related Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Total | $ 2 | $ 4 |
Restructuring, Asset Impairme_7
Restructuring, Asset Impairment and Other Related Charges - Summary of Restructuring, Asset Impairment and Other Related Charges (Parenthetical) (Details) - Footprint Optimization $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | $ 8 |
Foodservice | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 5 |
Food and Beverage Merchandising | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | 3 |
Non-cash Charges | |
Restructuring Cost and Reserve [Line Items] | |
Incurred Charges | $ 2 |
Restructuring, Asset Impairme_8
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, beginning balance | $ 39 |
Charges to Earnings | 16 |
Cash Paid | (17) |
Restructuring liability, ending balance | 38 |
Footprint Optimization | Severance, Termination and Related Costs | |
Restructuring Reserve [Roll Forward] | |
Charges to Earnings | 8 |
Restructuring liability, ending balance | 8 |
Beverage Merchandising | Severance, Termination and Related Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, beginning balance | 9 |
Charges to Earnings | 1 |
Cash Paid | (3) |
Restructuring liability, ending balance | 7 |
Beverage Merchandising | Exit, Disposal and Other Transition Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring liability, beginning balance | 30 |
Charges to Earnings | 7 |
Cash Paid | (14) |
Restructuring liability, ending balance | $ 23 |
Restructuring, Asset Impairme_9
Restructuring, Asset Impairment and Other Related Charges - Changes to Restructuring Liability (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring reserve, current | $ 34 | $ 36 |
Accrued and Other Current Liabilities | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring reserve, current | 34 | |
Other Noncurrent Liabilities | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring reserve, noncurrent | $ 4 |
Inventories - Summary of the Co
Inventories - Summary of the Components of Inventory (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 217 | $ 223 |
Work in progress | 82 | 67 |
Finished goods | 510 | 465 |
Spare parts | 102 | 97 |
Inventories | $ 911 | $ 852 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 4,641 | $ 4,623 |
Less: accumulated depreciation | (3,153) | (3,112) |
Property, plant and equipment, net | 1,488 | 1,511 |
Land and Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 72 | 71 |
Buildings and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 700 | 690 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 3,681 | 3,669 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 188 | $ 193 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Cost of sales | $ 58 | $ 152 |
Selling, general and administrative expenses | 6 | 7 |
Total depreciation expense | $ 64 | $ 159 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Depreciation Expense Related to Property, Plant and Equipment (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 64 | $ 159 |
Restructuring, Asset Impairment and Other Related Charges | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 4 | $ 90 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Reportable Segment (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill [Line Items] | |
Beginning Balance | $ 1,815 |
Ending Balance | 1,815 |
Reportable Segments | Foodservice | |
Goodwill [Line Items] | |
Beginning Balance | 958 |
Ending Balance | 958 |
Reportable Segments | Foodservice and Food Merchandising | |
Goodwill [Line Items] | |
Beginning Balance | 857 |
Ending Balance | $ 857 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,109 | $ 1,111 |
Accumulated Amortization | (733) | (720) |
Net | 376 | 391 |
Indefinite-lived intangible assets | 613 | 613 |
Gross Carrying Amount | 1,722 | 1,724 |
Net | 989 | 1,004 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 554 | 554 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 59 | 59 |
Customer Relationships | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,060 | 1,062 |
Accumulated Amortization | (710) | (698) |
Net | 350 | 364 |
Trademarks | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42 | 42 |
Accumulated Amortization | (16) | (15) |
Net | 26 | 27 |
Other | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7 | 7 |
Accumulated Amortization | $ (7) | $ (7) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Selling, General and Administrative Expenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 15 | $ 15 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Personnel costs | $ 75 | $ 134 |
Rebates and credits | 65 | 85 |
Restructuring costs | 34 | 36 |
Interest | 41 | 17 |
Other | 129 | 127 |
Accrued and other current liabilities | $ 344 | $ 399 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total principal amount of borrowings | $ 3,603 | $ 3,605 |
Deferred debt issuance costs ("DIC") | (11) | (11) |
Original issue discounts, net of premiums (“OID”) | (7) | (8) |
Debt, net | 3,585 | 3,586 |
Less: current portion | (17) | (15) |
Long-term debt | 3,568 | 3,571 |
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 | 39 | 41 |
Secured Debt | Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,680 | $ 1,680 |
Debt - Summary of Debt (Parenth
Debt - Summary of Debt (Parenthetical) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
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 |
Long-term debt, gross | $ 49 |
Debt - Summary of Components _2
Debt - Summary of Components of the Credit Agreement (Parenthetical) (Details) | Mar. 31, 2024 USD ($) |
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 |
Debt - Credit Agreement - Addit
Debt - Credit Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Line Of Credit Facility [Line Items] | ||||
Repayments of Long-term Debt | $ 112,000,000 | |||
U S Term Loans Tranche B2 | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Maturity Date | Feb. 05, 2026 | |||
Weighted average contractual interest rate | 8.70% | 7.77% | ||
U S Term Loans Tranche B3 | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Maturity Date | Sep. 24, 2028 | |||
Weighted average contractual interest rate | 8.70% | 7.78% | ||
US Term Loans | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Weighted average contractual interest rate | 7.91% | 7.59% | ||
U.S. Revolving Loans | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||
Borrowings | $ 18,000,000 | |||
Maturity Date | Aug. 05, 2025 | |||
U.S. Revolving Loans | Subsequent Event | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,100,000,000 | |||
Maturity Date | May 01, 2029 | |||
Secured Debt | Credit Agreement | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
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% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Notes (Details) - Senior Notes | 3 Months Ended |
Mar. 31, 2024 | |
4.000% Senior Secured Notes due 2027 | |
Debt Instrument [Line Items] | |
Maturity Date | Oct. 15, 2027 |
Interest Payment Dates | April 15 and October 15 |
4.375% Senior Secured Notes due 2028 | |
Debt Instrument [Line Items] | |
Maturity Date | Oct. 15, 2028 |
Interest Payment Dates | April 15 and October 15 |
Debt - Schedule of Outstandin_2
Debt - Schedule of Outstanding Notes (Parenthetical) (Details) - Senior Secured Notes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
4.000% Senior Secured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4% | 4% |
4.375% Senior Secured Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt - Schedule of Outstandin_3
Debt - Schedule of Outstanding Debentures (Details) - Unsecured Debt | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
7.950% Debentures due 2025 | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.95% | 7.95% |
Debt instrument maturity year | 2025 | 2025 |
8.375% Debentures due 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Debt instrument maturity year | 2027 | 2027 |
Debt - Debentures - Additional
Debt - Debentures - Additional Information (Details) - Unsecured Debt - 8.375% Debentures due 2027 | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Redemption price percentage | 100% |
Debt - Other Debt - Additional
Debt - Other Debt - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 39 | $ 41 |
Debt - Schedule of Required Fut
Debt - Schedule of Required Future Repayments of Outstanding Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 13 | |
2025 | 233 | |
2026 | 706 | |
2027 | 1,183 | |
2028 | 1,457 | |
Thereafter | 11 | |
Total principal amount of borrowings | $ 3,603 | $ 3,605 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 39 | 41 |
Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 1,680 | 1,680 |
Reported Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 3,585 | 3,586 |
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 | 995 |
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 | 216 |
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 | 39 | 41 |
Reported Value Measurement | Secured Debt | Credit Agreement | Line of Credit | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 1,673 | 1,672 |
Estimate of Fair Value Measurement | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 3,525 | 3,534 |
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 | 935 | 942 |
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 | 467 | 471 |
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 | 223 | 221 |
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 | 174 | 172 |
Estimate of Fair Value Measurement | Other | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 39 | 41 |
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 | $ 1,687 |
Debt - Schedule of Carrying V_2
Debt - Schedule of Carrying Values and Fair Values of Debt Outstanding (Parenthetical) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Senior Notes | 4.000% Senior Secured Notes due 2027 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4% | 4% |
Debt instrument maturity year | 2027 | 2027 |
Senior Notes | 4.375% Senior Secured Notes due 2028 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4.375% | 4.375% |
Debt instrument maturity year | 2028 | 2028 |
Unsecured Debt | 7.950% Debentures due 2025 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 7.95% | 7.95% |
Debt instrument maturity year | 2025 | 2025 |
Unsecured Debt | 8.375% Debentures due 2027 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 8.375% | 8.375% |
Debt instrument maturity year | 2027 | 2027 |
Debt - Interest Expense, Net (D
Debt - Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Interest income | $ (1) | $ (4) |
Amortization of DIC and OID | 1 | 1 |
Realized derivative gains | (3) | (1) |
Other | 2 | 1 |
Interest expense, net | 59 | 63 |
Line of Credit | Secured Debt | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense, debt | 37 | 43 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest expense, debt | 15 | 15 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Interest expense, debt | $ 8 | $ 8 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative [Line Items] | ||
Asset Derivatives | $ 8 | $ 6 |
Liability Derivatives | (6) | (12) |
Other current assets | ||
Derivative [Line Items] | ||
Asset Derivatives | 8 | 6 |
Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | (1) | (7) |
Commodity swap contracts | ||
Derivative [Line Items] | ||
Liability Derivatives | (5) | (6) |
Foreign exchange derivatives | ||
Derivative [Line Items] | ||
Liability Derivatives | (1) | |
Interest rate derivatives | ||
Derivative [Line Items] | ||
Asset Derivatives | 8 | 6 |
Liability Derivatives | (6) | |
Accrued and other current liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives | $ (5) | $ (5) |
Financial Instruments - Additio
Financial Instruments - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative [Line Items] | ||
Unrealized gain (loss) on derivatives | $ 1 | $ (2) |
Realized gain on derivatives | 3 | 1 |
Commodity swap contracts | ||
Derivative [Line Items] | ||
Unrealized gain (loss) on derivatives | 1 | (2) |
Foreign exchange derivatives | ||
Derivative [Line Items] | ||
Aggregate notional amount | 34 | |
Unrealized gain (loss) on derivatives | (1) | |
Expected reclassification of gains in the next twelve months from ACOL to earnings | (1) | |
Interest rate derivatives | ||
Derivative [Line Items] | ||
Unrealized gain (loss) on derivatives | 11 | (7) |
Realized gain on derivatives | 3 | $ 1 |
Expected reclassification of gains in the next twelve months from ACOL to earnings | $ 6 | |
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 | 3 Months Ended |
Mar. 31, 2024 $ / gal gal | |
Derivative [Line Items] | |
Contracted volume | gal | 2,380,000 |
Minimum | |
Derivative [Line Items] | |
Contracted price range | 4.63 |
Maximum | |
Derivative [Line Items] | |
Contracted price range | 5.37 |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Benefit for Defined Benefit Pension Plans and Other Post-employment Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ (12) | $ (13) |
Expected return on plan assets | 11 | 11 |
Amortization of actuarial gains | $ 1 | 1 |
Total net periodic benefit cost | $ (1) |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2024 USD ($) | |
Pension Plan for Pactiv Evergreen | Forecast | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions made | $ 1 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of Other Income, Net (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Other Income and Expenses [Abstract] | |
Gain on sale of businesses and noncurrent assets | $ 1 |
Other | 2 |
Other income, net | $ 3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,349 | $ 1,553 | |
Ending balance | 1,348 | 1,410 | |
Interest rate derivatives | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (1) | (1) | |
Net derivative gain (loss) | 11 | (7) | |
Deferred tax expense on net derivative gain (loss) | (3) | 2 | |
Gain reclassified from AOCL | (3) | (1) | |
Deferred tax expense on reclassification | [1] | 1 | |
Other comprehensive income (loss) | 6 | (6) | |
Ending balance | 5 | (7) | |
Foreign exchange derivatives | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net derivative gain (loss) | (1) | ||
Other comprehensive income (loss) | (1) | ||
Ending balance | (1) | ||
Currency translation adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (163) | (189) | |
Currency translation adjustments | 1 | 14 | |
Other comprehensive income (loss) | 1 | 14 | |
Ending balance | (162) | (175) | |
Defined benefit plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 127 | 88 | |
Amortization of experience gains | (1) | (1) | |
Other comprehensive income (loss) | (1) | (1) | |
Ending balance | 126 | 87 | |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (37) | (102) | |
Other comprehensive income (loss) | 5 | 7 | |
Ending balance | $ (32) | $ (95) | |
[1] Taxes reclassified to income are recorded in income tax (expense) benefit. |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before tax | $ 15 | $ (152) |
Income tax expense (benefit) | 5 | $ (19) |
Unrecognized tax benefits decrease in income tax returns | $ 9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 31, 2024 |
Packaging Finance Limited And Other Entities | |
Related Party Transaction [Line Items] | |
Ownership percentage | 77% |
Related Party Transactions - Re
Related Party Transactions - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | ||||
Due from related parties, current | $ 111 | $ 112 | ||
Related party receivables | $ 35 | $ 35 | ||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||
Related party payables | $ (8) | $ (7) | ||
Other Liability, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||
Purchase of goods | [1],[2] | $ (22) | $ (27) | |
Joint Ventures | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties, current | 1 | $ 1 | ||
Sale of goods and services | [3] | 2 | ||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 35 | 35 | ||
Related party payables | (8) | $ (7) | ||
Sale of goods and services | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Sale of goods and services | [2] | 80 | 106 | |
Rental income and transition services agreements | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Rental income and transition services agreements | [2] | 1 | 1 | |
Charges | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, expenses | [4] | (3) | $ (3) | |
Charges | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Amount of related party transaction | [4] | $ 1 | ||
[1] Related party purchases are initially recorded as inventories and subsequently recorded to cost of sales utilizing the first-in, first-out method 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 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 These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Unrecognized share-based compensation | $ 24 | |
Unrecognized share-based compensation, weighted-average recognition period (in years) | 2 years 1 month 6 days | |
Fair value of shares vested | $ 12 | |
Performance Stock Units (PSU) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized share-based compensation | $ 27 | |
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 | $ 7 | $ 5 |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 2,707 |
Granted | shares | 1,568 |
Forfeited | shares | (15) |
Vested | shares | (957) |
Ending balance, Non-vested | shares | 3,303 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 10.06 |
Granted | $ / shares | 13.02 |
Forfeited | $ / shares | 9.5 |
Vested | $ / shares | 13.08 |
Ending balance, Non-vested | $ / shares | $ 10.59 |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Details) shares in Thousands | Mar. 31, 2024 shares |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance | 21 |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Performance Share Units Activity (Details) - Performance Stock Units (PSU) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Stock Units | |
Beginning balance, Non-vested | shares | 2,846 |
Granted | shares | 820 |
Forfeited | shares | (281) |
Ending balance, Non-vested | shares | 3,385 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Non-vested | $ / shares | $ 9.52 |
Granted | $ / shares | 13.04 |
Forfeited | $ / shares | 9.79 |
Ending balance, Non-vested | $ / shares | $ 10.35 |
Equity Based Compensation - S_4
Equity Based Compensation - Summary of Performance Share Units Activity (Parenthetical) (Details) shares in Thousands | Mar. 31, 2024 shares |
Performance Stock Units (PSU) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for issuance | 22 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of the Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net earnings (loss) attributable to common shareholders | $ 9 | $ (134) |
Less: dividend-equivalents declared for equity based awards | (2) | (1) |
Total net earnings (loss) available to common shareholders | $ 7 | $ (135) |
Denominator | ||
Weighted average number of shares outstanding - basic | 179.4 | 178.4 |
Effect of dilutive securities | 1.4 | |
Weighted average number of shares outstanding - diluted | 180.8 | 178.4 |
Earnings (loss) per share attributable to Pactiv Evergreen Inc. common shareholders | ||
Basic | $ 0.04 | $ (0.76) |
Diluted | $ 0.04 | $ (0.76) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares shares in Millions | 3 Months Ended | ||
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share Basic [Line Items] | |||
Weighted average number of shares outstanding (in shares) | 0 | 0.8 | |
Subsequent Event | |||
Earnings Per Share Basic [Line Items] | |||
Dividends payable, per share | $ 0.1 | ||
Dividends payable, date declared | Apr. 30, 2024 | ||
Dividends payable, date to be paid | Jun. 14, 2024 | ||
Dividends payable, date of record | May 31, 2024 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,252 | $ 1,431 | ||
Reportable segment assets | 6,386 | $ 6,395 | ||
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (5) | (35) | ||
Unallocated | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | [1] | 3,541 | 3,633 | |
Foodservice | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 1,357 | 1,251 | ||
Food and Beverage Merchandising | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 1,488 | 1,511 | ||
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,252 | 1,429 | ||
Reportable Segments | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5 | 35 | ||
Reportable Segments | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,257 | 1,464 | ||
Adjusted EBITDA | 190 | 207 | ||
Reportable segment assets | [2] | 2,845 | $ 2,762 | |
Reportable Segments | Foodservice | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 597 | 614 | ||
Reportable Segments | Foodservice | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 597 | 614 | ||
Adjusted EBITDA | 90 | 106 | ||
Reportable Segments | Food and Beverage Merchandising | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 655 | 815 | ||
Reportable Segments | Food and Beverage Merchandising | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5 | 35 | ||
Reportable Segments | Food and Beverage Merchandising | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 660 | 850 | ||
Adjusted EBITDA | $ 100 | $ 101 | ||
[1] Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets. Reportable segment assets represent trade receivables, inventory and property, plant and equipment. |
Segment Information - Reconcili
Segment Information - Reconciliation of EBITDA to Income (Loss) Before Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 168 | $ 189 |
Interest expense, net | (59) | (63) |
Depreciation and amortization (excluding Beverage Merchandising Restructuring and Footprint Optimization related charges) | (75) | (84) |
Beverage Merchandising Restructuring charges | (11) | (187) |
Footprint Optimization charges | (10) | |
Other restructuring and asset impairment charges (reversals) | 1 | |
Gain on sale of businesses and noncurrent assets | 1 | |
Non-cash pension expense | (1) | |
Unrealized gains (losses) on commodity derivatives | 1 | (2) |
Foreign exchange losses on cash | (4) | |
Other | (1) | |
Income (loss) before tax | 15 | (152) |
Operating Segments | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 190 | 207 |
Unallocated | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ (22) | $ (18) |
Segment Information - Net Reven
Segment Information - Net Revenues by Product Lines (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 1,252 | $ 1,431 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 1,252 | 1,429 |
Reportable Segments | Foodservice | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 597 | 614 |
Reportable Segments | Food and Beverage Merchandising | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 655 | 815 |
Operating Segments | Foodservice | Drinkware | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 260 | 264 |
Operating Segments | Foodservice | Containers | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 225 | 229 |
Operating Segments | Foodservice | Tableware | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 68 | 75 |
Operating Segments | Foodservice | Serviceware and other | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 44 | 46 |
Operating Segments | Food and Beverage Merchandising | Tableware | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 92 | 103 |
Operating Segments | Food and Beverage Merchandising | Cartons for fresh beverage products | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 184 | 195 |
Operating Segments | Food and Beverage Merchandising | Bakery/snack/produce/fruit containers | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 108 | 128 |
Operating Segments | Food and Beverage Merchandising | Meat trays | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 104 | 106 |
Operating Segments | Food and Beverage Merchandising | Liquid packaging board | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 55 | 128 |
Operating Segments | Food and Beverage Merchandising | Egg cartons | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 38 | 38 |
Operating Segments | Food and Beverage Merchandising | Prepared food trays | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 27 | 36 |
Operating Segments | Food and Beverage Merchandising | Paper products | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 47 | |
Operating Segments | Food and Beverage Merchandising | Other | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 52 | 69 |
Operating Segments | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 1,257 | 1,464 |
Operating Segments | Reportable Segments | Foodservice | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 597 | 614 |
Operating Segments | Reportable Segments | Food and Beverage Merchandising | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 660 | 850 |
Operating Segments | Other | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 2 | |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (5) | (35) |
Intersegment Eliminations | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 5 | 35 |
Intersegment Eliminations | Reportable Segments | Food and Beverage Merchandising | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 5 | $ 35 |