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 and nine months ended September 30, 2024 , we incurred cash charges of $ 3 million and $ 11 million, respectively, primarily related to severance and other exit costs. For the three and nine months ended September 30, 2024, we incurred non-cash charges of $ 1 million and $ 6 million, respectively, 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. Additionally, the plan included the exploration of strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina extrusion facility (the “Facilities”). Following authorization by our Board of Directors on July 12, 2024, we entered into a definitive agreement to sell the Facilities and associated assets and liabilities to Suzano S.A. (“Suzano”) (the “Mill Transaction”). The Mill Transaction closed on October 1, 2024. We received preliminary proceeds of $ 83 million, inclusive of the $ 10 million exclusivity payment previously received during the second quarter of 2024 and the preliminary calculation of customary adjustments for closing amounts, such as working capital. The exclusivity payment was recorded in other accrued liabilities in the condensed consolidated balance sheet as of September 30, 2024. The proceeds received are subject to finalization of the aforementioned closing adjustments. We also entered into a long-term liquid packaging board supply arrangement with Suzano upon closing of the Mill Transaction. We classified the assets and liabilities of the Facilities, including an allocated portion of the goodwill associated with the Beverage Merchandising reporting unit, as held for sale as of July 12, 2024. Upon qualifying as held for sale, we measured the disposal group at the lower of its carrying value and its fair value, less costs to sell, and recognized an impairment charge of $ 314 million. In addition to this charge, we recorded an $ 8 million goodwill impairment charge related to the disposal group. The operations of the Facilities did not meet the criteria to be presented as discontinued operations. Additionally, we evaluated the assets of our Beverage Merchandising reporting unit that were not allocated to the disposal group for impairment and determined no additional impairment charge was warranted. The carrying amounts of the major classes of the Facilities’ assets and liabilities classified as held for sale as of September 30, 2024 comprised the following: As of September 30, 2024 Inventories $ 103 Property, plant and equipment, net 301 Other current assets 9 Held for sale valuation allowance ( 314 ) Total current assets held for sale $ 99 Other current liabilities $ ( 22 ) Total current liabilities held for sale $ ( 22 ) As a result of the Beverage Merchandising Restructuring, we incurred charges during the three and nine months ended September 30, 2024, and we estimate we will incur further charges in future periods, as follows: For the Three Months Ended For the Nine Months Ended Cumulative Charges Total Expected Charges (1)(2) Non-cash: Accelerated property, plant and equipment depreciation $ 3 $ 9 $ 283 $ 286 Mill Transaction impairment charges (3) 322 322 322 322 Other non-cash charges (4) — ( 1 ) 49 52 Total non-cash charges $ 325 $ 330 $ 654 $ 660 Cash: Severance, termination and related costs 1 2 45 46 Exit, disposal and other transition costs (5) 10 22 125 129 Total cash charges $ 11 $ 24 $ 170 $ 175 Total Beverage Merchandising Restructuring charges $ 336 $ 354 $ 824 $ 835 (1) We expect to incur any remaining charges primarily in 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, gains, losses or impairments not reflected above. (2) Total cash charges exclude the benefit of any cash proceeds related to 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 various assets. In addition to the Mill Transaction discussed above, during the nine months ended September 30, 2024, we also received $ 4 million in proceeds, primarily related to the sale of our Olmsted Falls, Ohio facility that was previously classified as held for sale, resulting in an immaterial gain. (3) Mill Transaction impairment charges included a goodwill impairment charge of $ 8 million related to the Facilities disposal group. (4) 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, accelerated amortization expense for certain operating lease right-of-use assets and gains or losses on the sale of various property, plant and equipment. (5) 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 (loss) income as follows by segment: Food and Beverage Foodservice Other Total For the Three Months Ended September 30, 2024 Cost of sales (1) $ 4 $ — $ — $ 4 Restructuring, asset impairment and other related charges (net of reversals) (2) 337 ( 1 ) 2 338 Total $ 341 $ ( 1 ) $ 2 $ 342 For the Three Months Ended September 30, 2023 Cost of sales $ 4 $ — $ — $ 4 Selling, general and administrative expenses — — — — Restructuring, asset impairment and other related charges 24 — 4 28 Total $ 28 $ — $ 4 $ 32 For the Nine Months Ended September 30, 2024 Cost of sales (1) $ 13 $ 1 $ — $ 14 Restructuring, asset impairment and other related charges (2) 353 4 4 361 Total $ 366 $ 5 $ 4 $ 375 For the Nine Months Ended September 30, 2023 Cost of sales $ 298 $ — $ — $ 298 Selling, general and administrative expenses 4 — — 4 Restructuring, asset impairment and other related charges 122 — 11 133 Total $ 424 $ — $ 11 $ 435 (1) Included $ 1 million of non-cash charges related to the Footprint Optimization for the three months ended September 30, 2024, all of which was recorded in our Food and Beverage Merchandising segment, and $ 6 million of non-cash charges related to the Footprint Optimization for the nine months ended September 30, 2024, of which $ 1 million related to our Foodservice segment and $ 5 million related to our Food and Beverage Merchandising segment. (2) Included $ 322 million of non-cash impairment charges related to the Mill Transaction for the three and nine months ended September 30, 2024, all related to the Food and Beverage Merchandising segment. Also included $ 3 million and $ 11 million of cash charges related to the Footprint Optimization for the three and nine months ended September 30, 2024, of which a $ 1 million reversal and $ 4 million of expense related to our Foodservice segment and $ 4 million and $ 7 million related to our Food and Beverage Merchandising segment, respectively. During the nine months ended September 30, 2024, we recorded a non-cash impairment charge of $ 2 million related to our equity interests in a joint venture located in the Middle East region, which is reported within the Food and Beverage Merchandising operating segment. During the three months ended September 30, 2024, we recorded cash charges of $ 2 million for severance related to other corporate overhead restructuring and the resulting reduction in force, which is recorded in Other. The following table summarizes the changes to our restructuring liability for the nine months ended September 30, 2024: December 31, 2023 Charges to Earnings Cash Paid September 30, 2024 Beverage Merchandising Restructuring Severance, termination and related costs $ 9 $ 2 $ ( 7 ) $ 4 Exit, disposal and other transition costs 30 22 ( 28 ) 24 Footprint Optimization Severance, termination and related costs — 9 — 9 Exit, disposal and other transition costs — 2 ( 1 ) 1 Other Severance, termination and related costs — 2 ( 2 ) — Total (1) $ 39 $ 37 $ ( 38 ) $ 38 (1) Comprises $ 34 million classified within accrued and other current liabilities and $ 4 million classified within other noncurrent liabilities as of September 30, 2024 . |