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|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
|
A
|
(
|
IRS employer identification number
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
|
|
|
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Small reporting company
|
Emerging growth company
|
Page
|
||
PART I
|
||
3
|
||
5
|
||
8
|
||
8
|
||
8
|
||
8
|
||
PART II
|
||
9
|
||
I
tem 6.
|
9
|
|
10
|
||
15
|
||
16
|
||
17
|
||
17
|
||
17
|
||
17
|
||
PART III
|
||
18
|
||
18
|
||
18
|
||
18
|
||
18
|
||
PART IV
|
||
19
|
||
19
|
Geographic Region
|
Total Facilities
|
Leased Facilities
|
||
US and Canada
|
107
|
19
|
||
Europe
|
119
|
23
|
||
Rest of world
|
41
|
24
|
Fiscal Period
|
Total Number of
Shares Purchased
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part of Publicly
Announced Programs
|
Dollar Value of Shares that
May Yet be Purchased Under
the Program (in millions)
(a)
|
||||||||||||
July
|
132,000
|
$
|
55.00
|
132,000
|
$
|
407
|
||||||||||
August
|
716,963
|
57.13
|
716,963
|
366
|
||||||||||||
September
|
440,850
|
54.54
|
440,850
|
342
|
||||||||||||
Total
|
1,289,813
|
$
|
56.02
|
1,289,813
|
$
|
342
|
(a) |
All open market purchases during the quarter were made under the fiscal 2022 authorization from our board of directors to purchase up to $1 billion of shares of common stock. (See
Note 9. Stockholders' Equity and Note 12. Subsequent Events)
|
Consolidated Overview
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Net sales
|
$
|
14,495
|
$
|
13,850
|
$
|
645
|
5
|
%
|
||||||||
Cost of goods sold
|
12,123
|
11,352
|
771
|
7
|
%
|
|||||||||||
Other operating expenses
|
1,130
|
1,206
|
(76
|
)
|
(6
|
)%
|
||||||||||
Operating income
|
$
|
1,242
|
$
|
1,292
|
$
|
(50
|
)
|
(4
|
)%
|
Consumer Packaging International
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Net sales
|
$
|
4,293
|
$
|
4,242
|
$
|
51
|
1
|
%
|
||||||||
Operating income
|
$
|
346
|
$
|
317
|
$
|
29
|
9
|
%
|
Consumer Packaging North America
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Net sales
|
$
|
3,548
|
$
|
3,141
|
$
|
407
|
13
|
%
|
||||||||
Operating income
|
$
|
338
|
$
|
276
|
$
|
62
|
22
|
%
|
Engineered Materials
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Net sales
|
$
|
3,488
|
$
|
3,309
|
$
|
179
|
5
|
%
|
||||||||
Operating income
|
$
|
328
|
$
|
301
|
$
|
27
|
9
|
%
|
Health, Hygiene & Specialties
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Net sales
|
$
|
3,166
|
$
|
3,158
|
$
|
8
|
0
|
%
|
||||||||
Operating income
|
$
|
230
|
$
|
398
|
$
|
(168
|
)
|
(42
|
)%
|
Other expense, net
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Other expense, net
|
$
|
22
|
$
|
51
|
$
|
(29
|
)
|
(57
|
)%
|
Interest expense, net
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Interest expense, net
|
$
|
286
|
$
|
336
|
$
|
(50
|
)
|
(15
|
)%
|
Income tax expense
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Income tax expense
|
$
|
168
|
$
|
172
|
$
|
(4
|
)
|
(2
|
)%
|
Comprehensive Income
|
Fiscal Year
|
|||||||||||||||
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||
Comprehensive Income
|
$
|
659
|
$
|
988
|
$
|
(329
|
)
|
(33
|
)%
|
Fiscal years ended
|
||||||||
October 1,
2022
|
October 2,
2021
|
|||||||
Cash flow from operating activities
|
$
|
1,563
|
$
|
1,580
|
||||
Additions to property, plant and equipment, net
|
(687
|
)
|
(676
|
)
|
||||
Free cash flow
|
$
|
876
|
$
|
904
|
Year Ended
|
||||
October 1, 2022
|
||||
Net sales
|
$
|
7,654
|
||
Gross profit
|
1,581
|
|||
Earnings from continuing operations
|
506
|
|||
Net income
(a)
|
$
|
506
|
October 1, 2022
|
October 2, 2021
|
|||||||
Assets
|
||||||||
Current assets
|
$
|
2,432
|
$
|
2,293
|
||||
Noncurrent assets
|
6,137
|
5,979
|
||||||
Liabilities
|
||||||||
Current liabilities
|
$
|
1,536
|
$
|
1,533
|
||||
Intercompany payable
|
634
|
629
|
||||||
Noncurrent liabilities
|
10,630
|
11,083
|
Page
|
|
Reports of Independent Registered Public Accounting
Firm
(PCAOB ID
42
)
|
20
|
22
|
|
23
|
|
24
|
|
25
|
|
26
|
1. |
Financial Statements
|
2. |
Financial Statement Schedules
|
3. |
Exhibits
|
United Kingdom Defined Benefit Pension Obligation
|
||
Description of the Matter
|
At October 1, 2022 the aggregate United Kingdom (UK) defined benefit pension obligation was $480 million and exceeded the fair value of pension plan assets, resulting
in an underfunded defined benefit pension obligation. As disclosed in Notes 1 and 7 to the consolidated financial statements, the Company recognizes the overfunded or underfunded status of its pension plans in the consolidated balance sheet.
The obligations for these plans are actuarially determined and affected by assumptions, including discount rates and mortality rates.
Auditing the UK defined benefit pension obligation is complex and required the involvement of our actuarial specialists due to the highly judgmental nature of
actuarial assumptions (e.g., discount rates and mortality rates) used in the measurement process. These assumptions have a significant effect on the projected benefit obligation.
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the measurement and valuation of the UK defined
benefit pension obligation. This included management’s review of the UK defined benefit pension obligation calculations and the significant actuarial assumptions used by management.
To test the UK defined benefit pension obligation, we performed audit procedures that included, among others, evaluating the methodology used and the significant
actuarial assumptions described above. We involved our actuarial specialists to assist with our audit procedures. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the defined benefit
pension obligation from prior year due to the change in service cost, interest cost, actuarial gains and losses, benefit payments, contributions and other activities. In addition, we evaluated management’s methodology for determining the
discount rate that reflects the maturity and duration of the benefit payments and is used to measure the defined benefit pension obligation. As part of this assessment, we compared management’s selected discount rate to an independently
developed range of reasonable discount rates. To evaluate the mortality rate assumption, we assessed whether the information is consistent with publicly available information, and whether any market data adjusted for entity-specific factors
were applied.
|
Fiscal years ended
|
||||||||||||
October 1,
2022
|
October 2,
2021
|
September 26,
2020
|
||||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Costs and expenses:
|
||||||||||||
Cost of goods sold
|
|
|
|
|||||||||
Selling, general and administrative
|
|
|
|
|||||||||
Amortization of intangibles
|
|
|
|
|||||||||
Restructuring and transaction activities
|
|
|
|
|||||||||
Operating income
|
|
|
|
|||||||||
Other expense
|
|
|
|
|||||||||
Interest expense
|
|
|
|
|||||||||
Income before income taxes
|
|
|
|
|||||||||
Income tax expense
|
|
|
|
|||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Net income per share (see Note 11):
|
||||||||||||
Basic
|
$
|
|
$
|
|
$
|
|
||||||
Diluted
|
$
|
|
$
|
|
$
|
|
Fiscal years ended
|
||||||||||||
October 1,
2022
|
October 2,
2021
|
September 26,
2020
|
||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Currency translation
|
(
|
)
|
|
|
||||||||
Pension and postretirement benefits
|
|
|
(
|
)
|
||||||||
Derivative instruments
|
|
|
(
|
)
|
||||||||
Other comprehensive (loss) income
|
(
|
)
|
|
(
|
)
|
|||||||
Comprehensive income
|
$
|
|
$
|
|
$
|
|
October 1,
2022
|
October 2,
2021
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property, plant and equipment
|
|
|
||||||
Goodwill and intangible assets
|
|
|
||||||
Right-of-use assets
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued employee costs
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Current portion of long-term debt
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Deferred income taxes
|
|
|
||||||
Employee benefit obligations
|
|
|
||||||
Operating lease liabilities
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
Stockholders’ equity:
|
||||||||
Common stock (
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Retained earnings
|
|
|
||||||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Fiscal years ended
|
||||||||||||
October 1,
2022
|
October 2,
2021
|
September 26,
2020
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Adjustments to reconcile net cash from operating activities:
|
||||||||||||
Depreciation
|
|
|
|
|||||||||
Amortization of intangibles
|
|
|
|
|||||||||
Non-cash interest expense
|
|
|
|
|||||||||
Share-based compensation expense
|
|
|
|
|||||||||
Deferred income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other non-cash operating activities, net
|
(
|
)
|
|
|
||||||||
Settlement of derivatives
|
|
|
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
(
|
)
|
(
|
)
|
|
|||||||
Inventories
|
(
|
)
|
(
|
)
|
|
|||||||
Prepaid expenses and other assets
|
|
(
|
)
|
(
|
)
|
|||||||
Accounts payable and other liabilities
|
(
|
)
|
|
|
||||||||
Net cash from operating activities
|
|
|
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Additions to property, plant and equipment, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Divestiture of businesses
|
|
|
|
|||||||||
Acquisition of business and purchase price derivatives
|
|
|
(
|
)
|
||||||||
Settlement of net investment hedges
|
|
|
|
|||||||||
Net cash from investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from long-term borrowings
|
|
|
|
|||||||||
Repayment of long-term borrowings
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from issuance of common stock
|
|
|
|
|||||||||
Repurchase of common stock
|
(
|
)
|
|
|
||||||||
Debt financing costs
|
|
(
|
)
|
(
|
)
|
|||||||
Net cash from financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Effect of currency translation on cash
|
(
|
)
|
|
|
||||||||
Net change in cash and cash equivalents
|
|
|
|
|||||||||
Cash and cash equivalents at beginning of period
|
|
|
|
|||||||||
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
$
|
|
Common Stock
|
Additional
Paid-in Capital
|
Accumulated Other
Comprehensive Loss
|
Retained
Earnings
|
Total
|
||||||||||||||||
Balance at
September 28,
2019
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
Net income
|
|
|
|
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
Acquisition
(a)
|
|
|
|
|
|
|||||||||||||||
Adoption of ASC 842
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at
September 26,
2020
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
Net income
|
|
|
|
|
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|||||||||||||||
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
Balance at
October 2,
2021
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
Net income
|
|
|
|
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Share-based compensation
|
|
|
|
|
|
|||||||||||||||
Proceeds from issuance of common stock
|
|
|
|
|
|
|||||||||||||||
Common stock repurchased and retired
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||
Balance at
October 1,
2022
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
(a) |
|
Inventories:
|
2022
|
2021
|
||||||
Finished goods
|
$
|
|
$
|
|
||||
Raw materials
|
|
|
||||||
$
|
|
$
|
|
Property, plant and equipment:
|
2022
|
2021
|
||||||
Land, buildings and improvements
|
$
|
|
$
|
|
||||
Equipment and construction in progress
|
|
|
||||||
|
|
|||||||
Less accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
$
|
|
$
|
|
Consumer Packaging
International
|
Consumer Packaging
North America
|
Engineered
Materials
|
Health, Hygiene
& Specialties
|
Total
|
||||||||||||||||
Balance as of fiscal 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Foreign currency translation adjustment
|
|
|
(
|
)
|
|
|
||||||||||||||
Dispositions
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
Balance as of fiscal 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Foreign currency translation adjustment
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Dispositions
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
Balance as of fiscal 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Customer
Relationships
|
Trademarks
|
Other
Intangibles
|
Accumulated
Amortization
|
Total
|
||||||||||||||||
Balance as of fiscal
2020
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Foreign currency translation adjustment
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
Amortization expense
|
—
|
—
|
—
|
(
|
)
|
(
|
)
|
|||||||||||||
Netting of fully amortized intangibles
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
||||||||||||
Balance as of fiscal
2021
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Foreign currency translation adjustment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
Amortization expense
|
—
|
—
|
—
|
(
|
)
|
(
|
)
|
|||||||||||||
Additions
|
|
|
|
—
|
|
|||||||||||||||
Balance as of fiscal
2022
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Fiscal Year
|
Operating Leases
|
Finance Leases
|
||||||
2023
|
$
|
|
$
|
|
||||
2024
|
|
|
||||||
2025
|
|
|
||||||
2026
|
|
|
||||||
2027
|
|
|
||||||
Thereafter
|
|
|
||||||
Total lease payments
|
|
|
||||||
Less: Interest
|
(
|
)
|
(
|
)
|
||||
Present value of lease liabilities
|
$
|
|
$
|
|
Currency
Translation
|
Defined Benefit
Pension and Retiree
Health Benefit Plans
|
Derivative
Instruments
|
Accumulated Other
Comprehensive Loss
|
|||||||||||||
Balance as of fiscal
2019
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Other comprehensive income (loss)
|
|
|
(
|
)
|
(
|
)
|
||||||||||
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Balance as of fiscal
2020
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Other comprehensive income (loss)
|
|
(
|
)
|
|
|
|||||||||||
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
||||||||||||
Balance as of fiscal
2021
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Other comprehensive income (loss)
|
(
|
)
|
|
|
(
|
)
|
||||||||||
Net amount reclassified from accumulated other comprehensive income (loss)
|
|
|
|
|
||||||||||||
Balance as of fiscal
2022
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
Facility
|
Maturity Date
|
2022
|
2021
|
||||||
Term loan
|
July 2026
|
$
|
|
$
|
|
||||
Revolving line of credit
|
May 2024
|
|
|
||||||
|
February 2024
|
|
|
||||||
|
July 2025
|
|
|
||||||
|
January 2026
|
|
|
||||||
|
July 2026
|
|
|
||||||
|
January 2027
|
|
|
||||||
|
July 2027
|
|
|
||||||
|
February 2026
|
|
|
||||||
|
July 2027
|
|
|
||||||
Debt discounts and deferred fees
|
(
|
)
|
(
|
)
|
|||||
Finance leases and other
|
Various
|
|
|
||||||
Total long-term debt
|
|
|
|||||||
Current portion of long-term debt
|
(
|
)
|
(
|
)
|
|||||
Long-term debt, less current portion
|
$
|
|
$
|
|
(a) |
|
Fiscal Year
|
Maturities
|
||
2023
|
$
|
|
|
2024
|
|
||
2025
|
|
||
2026
|
|
||
2027
|
|
||
Thereafter
|
|
||
$
|
|
Derivative Instruments
|
Hedge Designation
|
Balance Sheet Location
|
2022
|
2021
|
||||||
Cross-currency swaps
|
Designated
|
Other assets
|
$
|
|
$
|
|
||||
Cross-currency swaps
|
Designated
|
Other long-term liabilities
|
|
|
||||||
Interest rate swaps
|
Designated
|
Other assets
|
|
|
||||||
Interest rate swaps
|
Designated
|
Other long-term liabilities
|
|
|
||||||
Interest rate swaps
|
Not designated
|
Other long-term liabilities
|
|
|
Derivative instruments
|
Statements of Income Location
|
2022
|
2021
|
2020
|
|||||||||
Cross-currency swaps
|
Interest expense
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Interest rate swaps
|
Interest expense
|
|
|
|
2022
|
||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
Indefinite lived trademarks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Goodwill
|
|
|
|
|
|
|||||||||||||||
Definite lived intangible assets
|
|
|
|
|
|
|||||||||||||||
Property, plant and equipment
|
|
|
|
|
|
|||||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2021
|
||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
Indefinite lived trademarks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Goodwill
|
|
|
|
|
|
|||||||||||||||
Definite lived intangible assets
|
|
|
|
|
|
|||||||||||||||
Property, plant and equipment
|
|
|
|
|
|
|||||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2020
|
||||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
Impairment
|
||||||||||||||||
Indefinite lived trademarks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Goodwill
|
|
|
|
|
|
|||||||||||||||
Definite lived intangible assets
|
|
|
|
|
|
|||||||||||||||
Property, plant and equipment
|
|
|
|
|
|
|||||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Leases
|
Classification
|
2022
|
2021
|
||||||
Operating leases:
|
|||||||||
Operating lease right-of-use assets
|
Right-of-use asset
|
$
|
|
$
|
|
||||
Current operating lease liabilities
|
Other current liabilities
|
|
|
||||||
Noncurrent operating lease liabilities
|
Operating lease liability
|
|
|
||||||
Finance leases:
|
|||||||||
Finance lease right-of-use assets
|
Property, plant, and equipment, net
|
$
|
|
$
|
|
||||
Current finance lease liabilities
|
Current portion of long-term debt
|
|
|
||||||
Noncurrent finance lease liabilities
|
Long-term debt, less current portion
|
|
|
L
ease Type
|
Cash Flow Classification
|
Lease Expense Category
|
2022
|
2021
|
||||||
Operating leases
|
Operating cash flows
|
Lease cost
|
$
|
|
$
|
|
||||
Finance leases
|
Operating cash flows
|
Interest expense
|
|
|
||||||
Finance leases
|
Financing cash flows
|
-
|
|
|
||||||
Finance leases
|
-
|
Amortization of right-of-use assets
|
|
|
2022
|
2021
|
|||||||
Weighted-average remaining lease term - operating leases
|
|
|
||||||
Weighted-average remaining lease term - finance leases
|
|
|
||||||
Weighted-average discount rate - operating leases
|
|
%
|
|
%
|
||||
Weighted-average discount rate - finance leases
|
|
%
|
|
%
|
2022
|
2021
|
2020
|
||||||||||
Current
|
||||||||||||
U.S.
|
||||||||||||
Federal
|
$
|
|
$
|
|
$
|
|
||||||
State
|
|
|
|
|||||||||
Non-U.S.
|
|
|
|
|||||||||
Total current
|
|
|
|
|||||||||
Deferred:
|
||||||||||||
U.S.
|
||||||||||||
Federal
|
|
|
(
|
)
|
||||||||
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Non-U.S.
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total deferred
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Expense for income taxes
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
2020
|
||||||||||
U.S. Federal income tax expense at the statutory rate
|
$
|
|
$
|
|
$
|
|
||||||
Adjustments to reconcile to the income tax provision:
|
||||||||||||
U.S. state income tax expense
|
|
|
|
|||||||||
Federal and state credits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Share-based compensation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Tax law changes
|
(
|
)
|
|
|
||||||||
Withholding taxes
|
|
|
|
|||||||||
Changes in foreign valuation allowance
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Foreign income taxed in the U.S.
|
|
|
|
|||||||||
Rate differences between U.S. and foreign
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Sale of subsidiary
|
|
|
|
|||||||||
Permanent foreign currency differences
|
|
(
|
)
|
|
||||||||
Other
|
(
|
)
|
(
|
)
|
|
|||||||
Expense for income taxes
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||
Deferred tax assets:
|
||||||||
Accrued liabilities and reserves
|
$
|
|
$
|
|
||||
Inventories
|
|
|
||||||
Net operating loss carryforward
|
|
|
||||||
Interest expense carryforward
|
|
|
||||||
Derivatives
|
|
|
||||||
Lease liability
|
|
|
||||||
Research and development credit carryforward
|
|
|
||||||
Federal and state tax credits
|
|
|
||||||
Other
|
|
|
||||||
Total deferred tax assets
|
|
|
||||||
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
Total deferred tax assets, net of valuation allowance
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Property, plant and equipment
|
|
|
||||||
Intangible assets
|
|
|
||||||
Derivatives
|
|
|
||||||
Leased asset
|
|
|
||||||
Other
|
|
|
||||||
Total deferred tax liabilities
|
|
|
||||||
Net deferred tax liability
|
$
|
(
|
)
|
$
|
(
|
)
|
2022
|
2021
|
|||||||
Beginning unrecognized tax benefits
|
$
|
|
$
|
|
||||
Gross increases – tax positions in prior periods
|
|
|
||||||
Gross decreases - tax positions in prior periods
|
(
|
)
|
(
|
)
|
||||
Gross increases – current period tax positions
|
|
|
||||||
Settlements
|
(
|
)
|
(
|
)
|
||||
Lapse of statute of limitations
|
(
|
)
|
(
|
)
|
||||
Ending unrecognized tax benefits
|
$
|
|
$
|
|
2022
|
2021
|
|||||||||||||||||||||||||||||||
Change in Projected
Benefit Obligations (PBO)
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
||||||||||||||||||||||||
Beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Service cost
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Interest cost
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Currency
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
Actuarial loss (gain)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Benefit settlements
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
End of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||||||||||||||||||||||||||
Change in Fair
Value of Plan Assets
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
North
America
|
UK
|
Mainland
Europe
|
Total
|
||||||||||||||||||||||||
Beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Currency
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
Return on assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Benefit settlements
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
End of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Underfunded status
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
(Percentages)
|
2022
|
||||||||
North America
|
UK
|
Mainland Europe
|
|||||||
Weighted-average assumptions:
|
|||||||||
Discount rate for benefit obligation
|
|
|
|
||||||
Discount rate for net benefit cost
|
|
|
|
||||||
Expected return on plan assets for net benefit costs
|
|
|
|
(Percentages)
|
2021
|
||||||||
North America
|
UK
|
Mainland Europe
|
|||||||
Weighted-average assumptions:
|
|||||||||
Discount rate for benefit obligation
|
|
|
|
||||||
Discount rate for net benefit cost
|
|
|
|
||||||
Expected return on plan assets for net benefit costs
|
|
|
|
Fiscal
2022
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
U.S. large cap comingled equity funds
|
|
|
|
|
||||||||||||
U.S. mid cap equity mutual funds
|
|
|
|
|
||||||||||||
U.S. small cap equity & Corporate bond mutual funds
|
|
|
|
|
||||||||||||
International equity mutual funds
|
|
|
|
|
||||||||||||
Real estate equity investment funds
|
|
|
|
|
||||||||||||
Corporate bonds
|
|
|
|
|
||||||||||||
International fixed income funds
|
|
|
|
|
||||||||||||
International insurance policies
|
|
|
|
|
||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
Fiscal
2021
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
U.S. large cap comingled equity funds
|
|
|
|
|
||||||||||||
U.S. mid cap equity mutual funds
|
|
|
|
|
||||||||||||
U.S. small cap equity & Corporate bond mutual funds
|
|
|
|
|
||||||||||||
International equity mutual funds
|
|
|
|
|
||||||||||||
Real estate equity investment funds
|
|
|
|
|
||||||||||||
Corporate bonds
|
|
|
|
|
||||||||||||
International fixed income funds
|
|
|
|
|
||||||||||||
International insurance policies
|
|
|
|
|
||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
North America
|
UK
|
Mainland Europe
|
Total
|
|||||||||||||
2023
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
2024
|
|
|
|
|
||||||||||||
2025
|
|
|
|
|
||||||||||||
2026
|
|
|
|
|
||||||||||||
2027
|
|
|
|
|
||||||||||||
2028-2032
|
|
|
|
|
2022
|
2021
|
2020
|
||||||||||
Service cost
|
$
|
|
$
|
|
$
|
|
||||||
Interest cost
|
|
|
|
|||||||||
Amortization of net actuarial loss
|
|
|
|
|||||||||
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net periodic benefit expense (income)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Asset Category
|
2022
|
2021
|
||||||
Equity securities and equity-like instruments
|
|
%
|
|
%
|
||||
Debt securities and debt-like
|
|
|
||||||
International insurance policies
|
|
|
||||||
Other
|
|
|
||||||
Total
|
|
%
|
|
%
|
2022
|
2021
|
2020
|
||||||||||
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
Consumer Packaging North America
|
|
|
|
|||||||||
Engineered Materials
|
|
(
|
)
|
|
||||||||
Health, Hygiene & Specialties
|
|
(
|
)
|
|
||||||||
Consolidated
|
$
|
|
$
|
|
$
|
|
Restructuring
|
||||||||||||||||||||
Employee Severance
and Benefits
|
Facility
Exit
Costs
|
Non-cash
Impairment Charges
|
Transaction
Activities
|
Total
|
||||||||||||||||
Balance as of fiscal
2020
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Charges
|
|
|
|
|
|
|||||||||||||||
Non-cash asset impairment
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Cash
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||
Balance as of fiscal
2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Charges
|
|
|
|
|
|
|||||||||||||||
Cash
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||
Balance as of fiscal
2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||||||||||
Number of Shares
(in thousands)
|
Weighted Average
Exercise Price
|
Number of Shares
(in thousands)
|
Weighted Average
Exercise Price
|
|||||||||||||
Options outstanding, beginning of period
|
|
$
|
|
|
$
|
|
||||||||||
Options granted
|
|
|
|
|
||||||||||||
Options exercised
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Options forfeited or cancelled
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Options outstanding, end of period
|
|
$
|
|
|
$
|
|
||||||||||
Option price range at end of period
|
$
|
|
$
|
|
||||||||||||
Options exercisable at end of period
|
|
|
||||||||||||||
Weighted average fair value of options granted during period
|
$
|
|
$
|
|
2022
|
2021
|
2020
|
||||||||||
Risk-free interest rate
|
|
%
|
|
%
|
|
%
|
||||||
Dividend yield
|
|
%
|
|
%
|
|
%
|
||||||
Volatility factor
|
|
%
|
|
%
|
|
%
|
||||||
Expected option life
|
|
|
|
Intrinsic Value
of Outstanding
(in millions)
|
Weighted
Remaining
Contractual Life
|
Weighted
Exercise Price
|
Number
Exercisable
(in thousands)
|
Intrinsic Value
of Exercisable
(in millions)
|
Unrecognized
Compensation
(in millions)
|
Weighted
Recognition
Period
|
||||||||||||||
$
|
|
|
$
|
|
|
$
|
|
$
|
|
|
2022
|
2021
|
|||||||||||||||
Number of Shares
(in thousands)
|
Weighted Average
Grant Price
|
Number of Shares
(in thousands)
|
Weighted Average
Grant Price
|
|||||||||||||
Awards outstanding, beginning of period
|
|
$
|
|
|
$
|
|
||||||||||
Awards granted
|
|
|
|
|
||||||||||||
Awards vested
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Awards forfeited or cancelled
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Awards outstanding, end of period
|
|
$
|
|
|
$
|
|
2022
|
2021
|
2020
|
||||||||||
Net sales
|
||||||||||||
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
Consumer Packaging North America
|
|
|
|
|||||||||
Engineered Materials
|
|
|
|
|||||||||
Health, Hygiene & Specialties
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
||||||
Operating income
|
||||||||||||
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
Consumer Packaging North America
|
|
|
|
|||||||||
Engineered Materials
|
|
|
|
|||||||||
Health, Hygiene & Specialties
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
||||||
Depreciation and amortization
|
||||||||||||
Consumer Packaging International
|
$
|
|
$
|
|
$
|
|
||||||
Consumer Packaging North America
|
|
|
|
|||||||||
Engineered Materials
|
|
|
|
|||||||||
Health, Hygiene & Specialties
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||
Total assets:
|
||||||||
Consumer Packaging International
|
$
|
|
$
|
|
||||
Consumer Packaging North America
|
|
|
||||||
Engineered Materials
|
|
|
||||||
Health, Hygiene & Specialties
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
2022
|
2021
|
2020
|
||||||||||
Net sales:
|
||||||||||||
United States and Canada
|
$
|
|
$
|
|
$
|
|
||||||
Europe
|
|
|
|
|||||||||
Rest of world
|
|
|
|
|||||||||
Total net sales
|
$
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||
Long-lived assets:
|
||||||||
United States and Canada
|
$
|
|
$
|
|
||||
Europe
|
|
|
||||||
Rest of world
|
|
|
||||||
Total long-lived assets
|
$
|
|
$
|
|
(in percentages)
|
2022
|
2021
|
2020
|
|||||||||
Net sales:
|
||||||||||||
Packaging
|
|
%
|
|
%
|
|
%
|
||||||
Non-packaging
|
|
|
|
|||||||||
Consumer Packaging International
|
|
%
|
|
%
|
|
%
|
||||||
Rigid Open Top
|
|
%
|
|
%
|
|
%
|
||||||
Rigid Closed Top
|
|
|
|
|||||||||
Consumer Packaging North America
|
|
%
|
|
%
|
|
%
|
||||||
Core Films
|
|
%
|
|
%
|
|
%
|
||||||
Retail & Industrial
|
|
|
|
|||||||||
Engineered Materials
|
|
%
|
|
%
|
|
%
|
||||||
Health
|
|
%
|
|
%
|
|
%
|
||||||
Hygiene
|
|
|
|
|||||||||
Specialties
|
|
|
|
|||||||||
Health, Hygiene & Specialties
|
|
%
|
|
%
|
|
%
|
(in millions, except per share amounts)
|
2022
|
2021
|
2020
|
|||||||||
Numerator
|
||||||||||||
Consolidated net income
|
$
|
|
$
|
|
$
|
|
||||||
Denominator
|
||||||||||||
Weighted average common shares outstanding - basic
|
|
|
|
|||||||||
Dilutive shares
|
|
|
|
|||||||||
Weighted average common and common equivalent shares outstanding - diluted
|
|
|
|
|||||||||
Per common share earnings
|
||||||||||||
Basic
|
$
|
|
$
|
|
$
|
|
||||||
Diluted
|
$
|
|
$
|
|
$
|
|
Exhibit No
|
Description of Exhibit
|
||
Rule 2.7 Announcement, dated as of March 8, 2019 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March
14, 2019).
|
|||
Co-Operation Agreement, dated as of March 8, 2019, by and among Berry Global Group, Inc., Berry Global International Holdings Limited and RPC Group
Plc (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on March 14, 2019).
|
|||
Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., as amended through March 6, 2019 (incorporated by reference to Exhibit
3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019).
|
|||
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Berry Global Group, Inc., dated February 24, 2021 (incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 25, 2021).
|
|||
Amended and Restated Bylaws of Berry Global Group, Inc., as amended and restated effective as of February 24, 2021 (incorporated by reference to
Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 25, 2021).
|
|||
Form of common stock certificate of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 4.27 of Amendment No. 5 to the Company’s
Registration Statement on Form S-1 filed on September 19, 2012).
|
|||
Indenture, by and between Berry Global Escrow Corporation and U.S. Bank National Association, as Trustee and Collateral Agent, relating to the 4.875%
First Priority Senior Secured Notes due 2026, dated June 5, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2019).
|
|||
Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a
Subsidiary Guarantor thereon, and U.S. Bank National Association, as Trustee, relating to the 4.875% First Priority Senior Secured Notes due 2026, dated July 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed on July 2, 2019).
|
|||
Indenture, by and between Berry Global Escrow Corporation and U.S. Bank National Association, as Trustee and Collateral Agent, relating to the 5.625%
Second Priority Senior Secured Notes due 2027, dated June 5, 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 6, 2019).
|
|||
Supplemental Indenture, among Berry Global Group, Inc., Berry Global, Inc., Berry Global Escrow Corporation, each of the parties identified as a
Subsidiary Guarantor thereon, and U.S. Bank National Association, as Trustee, relating to the 5.625% Second Priority Senior Secured Notes due 2027, dated July 1, 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on
Form 8-K filed on July 2, 2019).
|
|||
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, and Elavon
Financial Services DAC, as Paying Agent, Transfer Agent and Registrar, relating to the 1.00% First Priority Senior Secured Notes due 2025 and 1.50% First Priority Senior Secured Notes due 2027, dated January 2, 2020 (incorporated by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 2, 2020).
|
|||
Indenture among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, relating to the
1.57% First Priority Senior Secured Notes due 2026, dated December 22, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 23, 2020).
|
|||
First Supplemental Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral
Agent, relating to the 1.57% First Priority Senior Secured Notes due 2026, dated March 4, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 4, 2021).
|
|||
Indenture among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, relating to the
0.95% First Priority Senior Secured Notes due 2024, dated January 15, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 15, 2021).
|
|||
Indenture, among Berry Global, Inc., certain guarantors party thereto, U.S. Bank National Association, as Trustee and Collateral Agent, relating to
the 1.65% First Priority Senior Secured Notes due 2027, dated June 14, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 14, 2021).
|
_
|
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.57% First Priority Senior Secured Notes due 2026 (incorporated by reference to Exhibit
4.2 to the Company’s Current Report on Form 8-K filed on December 23, 2020).
|
||
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 0.95% First Priority Senior Secured Notes due 2024 (incorporated by reference to Exhibit
4.2 to the Company’s Current Report on Form 8-K filed on January 15, 2021).
|
|||
Registration Rights Agreement, dated March 4, 2021, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc.
identified therein, and Citigroup Global Markets Inc. Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.57% First Priority Senior Secured
Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 5, 2021).
|
|||
Registration Rights Agreement, by and between Berry Global, Inc., Berry Global Group, Inc., each subsidiary of Berry Global, Inc. identified therein,
and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, on behalf of themselves and as representatives of the initial purchasers, relating to the 1.65% First Priority Senior Secured Notes due 2027
(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 14, 2021).
|
|||
Description of Securities (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K filed on November 11, 2019).
|
|||
$850,000,000 Third Amended and Restated Revolving Credit Agreement, dated as of May 1, 2019, by and among Berry Global, Inc., Berry Global Group,
Inc., the lenders party thereto, Bank of America, N.A., as collateral agent and administrative agent, and the financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
May 6, 2019).
|
|||
U.S. $1,200,000,000 Second Amended and Restated Credit Agreement, dated as of April 3, 2007, by and among Berry Plastics Corporation formerly known as
Berry Plastics Holding Corporation, Berry Plastics Group, Inc., Credit Suisse, Cayman Islands Branch, as collateral and administrative agent, the lenders party thereto from time to time, and the other financial institutions party thereto
(incorporated by reference to Exhibit 10.1(b) to Berry Plastics Corporation’s Current Report on Form 8-K filed on April 10, 2007).
|
|||
Second Amended and Restated Intercreditor Agreement, dated as of February 5, 2008, by and among Berry Plastics Group, Inc., Berry Plastics
Corporation, certain subsidiaries identified as parties thereto, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch as first lien agents, and U.S. Bank National Association, as successor in interest to Wells Fargo Bank, N.A., as
trustee (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on November 23, 2015).
|
|||
U.S. $1,147,500,000 and $814,375,000 Incremental Assumption Agreement, dated as of February 10, 2017 by and among Berry Plastics Group, Inc., Berry
Plastics Corporation and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial Term K
lender and Citibank, N.A., as incremental term L lender therein. (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on November 21, 2017).
|
|||
U.S. $1,644,750,000 and $498,750,000 Incremental Assumption Agreement, dated as of August 10, 2017, by and among Berry Plastics Group, Inc., Berry
Plastics Corporation and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Wells Fargo Bank, National
Association, as initial Term M lender and Wells Fargo Bank, National Association, as initial Term N lender therein (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on November 21, 2017).
|
|||
U.S. $900,000,000 and $814,375,000 Incremental Assumption Agreement, dated as of November 27, 2017, by and among Berry Global Group, Inc., Berry
Global, Inc. and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial Term O Lender,
and Citibank, N.A., as initial Term P Lender therein. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2018).
|
U.S. $ 1,644,750,000 and $496,250,000 Incremental Assumption Agreement and Amendment, dated as of February 12, 2018, by and among Berry Global Group,
Inc., Berry Global, Inc. and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial
Term Q lender, and Citibank, N.A., as initial Term R lender therein (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018).
|
|||
U.S. $800,000,000 and $814,375,000 Incremental Assumption Agreement, dated as of May 16, 2018, by and among Berry Global Group, Inc., Berry Global,
Inc. and certain of its subsidiaries referenced therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders under the term loan credit agreement referenced therein, Citibank, N.A., as initial Term S lender, and
Citibank, N.A., as initial Term T lender therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2018).
|
|||
Incremental Assumption Agreement and Amendment, among Berry Global Group, Inc., Berry Global, Inc. and certain subsidiaries of
Berry Global, Inc., as Loan Parties, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Goldman Sachs Bank USA, as Initial Term U Lender, and Goldman Sachs Bank USA, as Initial Term V Lender, dated as of July 1, 2019
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 2, 2019).
|
|||
Amendment and Waiver to Equipment Lease Agreement, dated as of January 19, 2011, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.16 to AVINTIV Specialty Materials Inc.’s Registration Statement Form S-4 filed on October 25, 2011).
|
|||
Second Amendment to Equipment Lease Agreement, dated as of October 7, 2011, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.17 to AVINTIV Specialty Materials Inc.’s Registration Statement Form S-4 filed on October 25, 2011).
|
|||
Third Amendment to Equipment Lease Agreement, dated as of February 28, 2012, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.’s Quarterly Report on Form 10-Q filed on May 15, 2012).
|
|||
Fourth Amendment to Equipment Lease Agreement, dated as of March 22, 2013, between Chicopee, Inc., as Lessee and Gossamer
Holdings, LLC, as Lessor (incorporated by reference to Exhibit 10.1 to AVINTIV Specialty Materials Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2013).
|
|||
†
|
2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Berry Plastics Corporation’s Registration Statement Form
S-4 filed on November 2, 2006).
|
||
†
|
Amendment No. 2 to the Berry Plastics Group, Inc., 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the
Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
†
|
Amendment No. 3 to Berry Plastics Group, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on March 10, 2015).
|
||
†
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2006 Equity Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
†
|
Omnibus amendment to awards granted under the Berry Plastics Group, Inc., 2006 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
†
|
Form of Performance-Based Stock Option Agreement of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 10.9 to
Berry Plastics Corporation’s Registration Statement Form S-4 filed on November 2, 2006).
|
||
†
|
Form of Accreting Stock Option Agreement of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 10.10 to Berry
Plastics Corporation’s Registration Statement Form S-4 filed on November 2, 2006).
|
||
†
|
Form of Time-Based Stock Option Agreement of Berry Plastics Group, Inc. (incorporated by reference to Exhibit 10.11 to Berry
Plastics Corporation’s Registration Statement Form S-4 filed on November 2, 2006).
|
||
†
|
Form of Performance-Based Stock Appreciation Rights Agreement of Berry Plastics Group, Inc. (incorporated by reference to Exhibit
10.12 to Berry Plastics Corporation’s Registration Statement Form S-4 filed on November 2, 2006).
|
||
†
|
Employment Agreement of Thomas E. Salmon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on February 6, 2017).
|
||
†
|
Berry Plastics Group, Inc. Executive Bonus Plan, amended and restated December 22, 2015, effective as of September 27, 2015
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2015).
|
||
†
|
Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Annual
Report on Form 10-K filed on December 17, 2012).
|
†
|
Amendment No. 1 to the Berry Plastics Group, Inc., 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31 to
the Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
†
|
Omnibus amendment to awards granted under the Berry Plastics Group, Inc., 2012 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on December 11, 2013).
|
||
†
|
Amendment No. 2 to the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed on March 10, 2015).
|
||
†
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
†
|
2015 Berry Plastics Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed on March 10, 2015).
|
||
†
|
First Amendment to 2015 Berry Plastics Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on March 6, 2018).
|
||
†
|
Form of 2016 Omnibus Amendment to Awards Granted Under the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
†
|
Fourth Amended and Restated Stockholders Agreement, by and among Berry Plastics Group, Inc., and the stockholders of the Corporation listed on
schedule A thereto, dated as of January 15, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on January 30, 2015).
|
||
†
|
Employment Agreement, dated January 1, 2002, between the Berry Plastics Corporation and Curtis Begle (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
†
|
Amendment No. 1 to Employment Agreement, dated as of September 13, 2006, by and between the Berry Plastics Corporation and Curtis Begle (incorporated
by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
†
|
Amendment No. 2 to Employment Agreement, dated December 31, 2008, by and between the Berry Plastics Corporation and Curtis Begle (incorporated by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
†
|
Amendment No. 3 to Employment Agreement, dated August 1, 2010, by and between the Berry Plastics Corporation and Curtis L. Begle (incorporated by
reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
†
|
Amendment No. 4 to Employment Agreement, dated December 16, 2011, by and between the Berry Plastics Corporation and Curtis L. Begle (incorporated by
reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on January 31, 2014).
|
||
†
|
Employment Agreement, dated February 28, 1998, between Berry Plastics Corporation and Mark Miles, together with amendments dated February 28, 2003,
September 13, 2006, December 31, 2008, and December 31, 2011 (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on November 30, 2016).
|
||
†
|
Form of Amendment to Employment Agreement by and between Berry Plastics Corporation and each of Curtis L Begle, Mark W. Miles, and Thomas E. Salmon
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
|
||
†
|
Senior Executive Employment Contract dated as of September 30, 2015 by and between PGI Specialty Materials Inc. and Jean Marc Galvez, together with
the International Assignment Letter dated December 18, 2016 from Berry Global, Inc. (f/k/a Berry Plastics Corporation) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2018).
|
||
†
|
Employment Agreement, dated December 16, 2010, between Berry Plastics Corporation and Jason Greene, together with amendments dated December 31, 2011
and July 20, 2016 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on November 23, 2020).
|
||
†
|
Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive Plan, effective February 24, 2021 (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed on February 25, 2021).
|
||
†
|
Form of Employee Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
||
†
|
Form of Employee Performance-Based Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
||
†
|
Form of Director Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on November 30, 2020).
|
*
|
Subsidiaries of the Registrant.
|
||
*
|
List of Subsidiary Guarantors
.
|
||
*
|
Consent of Independent Registered Public Accounting Firm.
|
||
*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
|
||
*
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
|
||
*
|
Section 1350 Certification of the Chief Executive Officer.
|
||
*
|
Section 1350 Certification of the Chief Financial Officer.
|
||
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
||
104
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101.)
|
* |
Filed or furnished herewith, as applicable.
|
† |
Management contract or compensatory plan or arrangement.
|
BERRY GLOBAL GROUP, INC.
|
|||
By
|
/s/ Thomas E. Salmon
|
||
Thomas E. Salmon
|
|||
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Thomas E. Salmon
|
Chief Executive Officer and Chairman of the Board of Directors and Director (Principal Executive Officer)
|
November 18, 2022
|
||
Thomas E. Salmon
|
||||
/s/ Mark W. Miles
|
Chief Financial Officer (Principal Financial Officer)
|
November 18, 2022
|
||
Mark W. Miles
|
||||
/s/ James M. Till
|
Executive Vice President and Controller (Principal Accounting Officer)
|
November 18, 2022
|
||
James M. Till
|
||||
/s/ B. Evan Bayh
|
Director
|
November 18, 2022
|
||
B. Evan Bayh
|
||||
/s/ Jonathan F. Foster
|
Director
|
November 18, 2022
|
||
Jonathan F. Foster
|
||||
/s/ Idalene F. Kesner
|
Director
|
November 18, 2022
|
||
Idalene F. Kesner
|
||||
/s/ Jill A. Rahman
|
Director
|
November 18, 2022
|
||
Jill A. Rahman
|
||||
/s/ Carl J. Rickertsen
|
Director
|
November 18, 2022
|
||
Carl J. Rickertsen
|
||||
/s/ Paula Sneed
|
Director
|
November 18, 2022
|
||
Paula Sneed
|
||||
/s/ Robert A. Steele
|
Director
|
November 18, 2022
|
||
Robert A. Steele
|
||||
/s/ Stephen E. Sterrett
|
Director
|
November 18, 2022
|
||
Stephen E. Sterrett
|
||||
/s/ Scott B. Ullem
|
Director
|
November 18, 2022
|
||
Scott B. Ullem
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
STEPHEN E. STERRETT Chairman of the Board Mr. Sterrett retired on December 31, 2014 as the Sr. Executive Vice President and Chief Financial Officer of Indianapolis-based Simon Property Group, Inc., a position he held since 2000. From 1993 to 2000 Mr. Sterrett held the position of Treasurer with Simon. Prior to joining the Simon organization in 1988 he was a senior manager with the international accounting firm of Price Waterhouse. Mr. Sterrett was previously a member of the board of directors of Realty Income Corporation, also an S&P 500 company, from 2014 to 2019. In 2018 he became a Trustee of Butler University, a private university in Indianapolis, Indiana. He serves as a Trustee of Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. In 2021 he became a member of the Board of Governors of The First Tee. Mr. Sterrett also serves on the board of directors of the following not-for-profit companies: the Indiana Golf Foundation, the Indiana University Center for Real Estate Studies and the Kelley School of Business Dean’s Council. Other Public Company Boards: • Lead Independent Director of Equity Residential, an S&P 500 company Education Mr. Sterrett holds a B.S. degree in accounting and an M.B.A. in finance, both from Indiana University. Skills and Qualifications | |||
ROBERT A. STEELE Director In 2011, Mr. Steele retired from Procter & Gamble as the company’s Vice Chairman Health Care. During his 35 year tenure with Procter & Gamble, he served in a variety of executive leadership positions, including Vice Chairman Global Health and Well-being, Group President Global Household Care, and Group President of North American Operations. Mr. Steele was previously a member of the board of directors of the Keurig/Green Mountain Coffee Company, Beam Inc., LSI Industries, Inc., Kellogg Company and Newell Inc. Other Public Company Boards: • Board member of BJ’s Wholesale Club Holdings, Inc., where he serves as the Lead Director and on the Audit Committee Education Mr. Steele has a bachelor’s degree in Economics from College of Wooster and a M.B.A. from Cleveland State University. Skills and Qualifications | |||
PETER T. THOMAS Director Mr. Thomas served as President, Chief Executive Officer and Chairman of the board of directors of Ferro Corporation from November 2012 to April 2022. Mr. Thomas served in various roles at Ferro from 1999 to 2012, including as Operating Vice President the Polymer and Ceramic Engineered Materials Group, Director of Sales for Polymer Additives, Commercial Director for Performance and Fine Chemicals, and Vice President of Organic Specialties. Mr. Thomas served in various roles at Witco Corporation from 1991 to 1998, including as Vice President of the Oleochemical-Derivatives business unit, Vice President of Sales, and Global Market Director. Mr. Thomas previously served on the board of directors of Innophos Holdings, Inc. from January 2016 to February 2020, including serving as its lead director from December 2017 to February 2020 and as a member of its Audit and Nominating and Governance Committees from January 2016 to February 2020. Education Mr. Thomas has a B.S. in Chemistry and BioChemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University. Skills and Qualifications | |||
MEREDITH R. HARPER Director Ms. Harper has been the Senior Vice President and Chief Information Security Officer of Synchrony Financial since June 2022. She leads a multi-national team responsible for Security Operations, Incident Response, Identity & Access Management, Application Security, IS Risk Management, and IS Tools & Technology. Prior to joining Synchrony Financial, Ms. Harper served as the Vice President, Chief Information Security Officer for Eli Lilly & Company from August 2018 to June 2022. Prior to joining Eli Lilly & Company, Ms. Harper served as Vice President, Chief Information Privacy & Security Officer at Henry Ford Health System from 2002 to August 2018. Ms. Harper is an active member of the Health Care Compliance Association and is also certified as a HealthCare Information Security & Privacy Practitioner through the International Information System Security Certification Consortium, Inc. and a Certified Information Security Manager through the Information Systems Audit and Control Association. She continues to provide leadership for several industry groups, serves her alma mater as a Trustee for the University of Detroit Mercy and has provided 31 years of community service through her Diamond Life membership in Delta Sigma Theta Sorority, Inc. Education Ms. Harper earned a Bachelor of Science in Computer Information Systems from the University of Detroit Mercy and a Master’s in Health Service Administration and a Master’s of Jurisprudence in Health Law from the Loyola Chicago School of Law. Skills and Qualifications | |||
KEVIN J. KWILINSKI Chief Executive Officer and Director Mr. Kwilinski has been Chief Executive Officer of Berry since October 2023. Prior to becoming Chief Executive Officer of Berry, Mr. Kwilinski was employed by Multicolor Corporation (Multicolor, MCC Label) as the President and Chief Executive Officer and member of the Board of Directors from October 2021 until September 2023. Prior to working for Multicolor, Mr. Kwilinski was the President and Chief Executive Officer and member of the Board of Directors of Fort Dearborn Company from May 2017 until October 2021. Education Mr. Kwilinski holds a Bachelor of Arts degree in Physics and Mathematics from Greenville University in Greenville, Illinois and a Master of Science degree in Industrial and Operations Engineering from the University of Michigan in Ann Arbor, Michigan. Skills and Qualifications | |||
JONATHAN F. FOSTER Director Since 2008 Mr. Foster has served as Founder and a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. From 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. Mr. Foster has served in numerous key executive leadership positions including: Executive Vice President — Finance and Business Development of Revolution LLC; Managing Director of The Cypress Group; Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear Stearns & Co; and Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. Prior to the aforementioned positions, Mr. Foster was with Lazard, including as a Managing Director, for over 10 years, primarily in mergers and acquisitions. He was previously a member of the board of directors of Sabine Oil & Gas Corporation, Smurfit-Stone Container Corporation, Chemtura Corporation, and Masonite International Corporation, as well as a Trustee of the New York Power Authority. Other Public Company Boards: • Board member of Lear Corporation • Board member of Five Point Holdings Education Mr. Foster has a bachelor’s degree in Accounting from Emory University, a master’s degree in Accounting and Finance from the London School of Economics and has attended the Executive Education Program at Harvard Business School. Skills and Qualifications | |||
JILL A. RAHMAN Director Ms. Rahman is the Chief Operating Officer of the Greater Chicago Food Depository, a role she began in June 2020. From 2009 until June 2020 she served in several executive roles at Conagra Brands, Inc. including International Division President from 2016 to 2020 and U.S. Sweet and Salty Snacks Vice President and General Manager from 2010 to 2016. Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year career at Kraft Foods and at Newell Rubbermaid. While at Conagra, she held board of director roles at joint venture companies in India, Mexico, and the Philippines. Other Public Company Boards: • Board of directors of TreeHouse Foods Inc. Education Ms. Rahman earned a B.B.A. from Howard University and an M.B.A. from Indiana University. Skills and Qualifications | |||
JAMES T. GLERUM, JR. Director Mr. Glerum retired as Vice Chairman, Investment Banking at Citigroup in July 2024. Prior to joining Citigroup in 2011, Mr. Glerum held senior leadership positions in investment banking at UBS and Credit Suisse in Chicago and New York City. Over his 40-year investment banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate value of over $500 billion. Mr. Glerum’s clients spanned multiple industry sectors, including manufacturing, healthcare, consumer and retail. Mr. Glerum serves on the board of trustees for several Midwest non-profit institutions, including Denison University, The Ravina Festival and The Griffin Museum of Science. Education Mr. Glerum earned an M.B.A. from The Harvard Business School and a B.A., cum laude, in Economics and Mathematics from Denison University. Skills and Qualifications | |||
IDALENE F. KESNER Director Dr. Kesner served as dean for Indiana University’s Kelley School of Business from July 2013 until July 31, 2022. Dr. Kesner joined the Kelley School faculty in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. While at Indiana University, Dr. Kesner has served as co-director of the School’s Consulting Academy, Chairwoman of Kelley’s Full-Time M.B.A. Program, Chairwoman of the Department of Management and Entrepreneurship, and Associate Dean for Faculty & Research. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategic issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions. She was previously a member of the board of directors of Main Street America Group and Sun Life Financial. Dr. Kesner also served on several non-profit boards including the Association to Advance Collegiate Schools of Business, and the Kelley Executive Education Foundation, Inc. She also serves on the board of advisors of Lincoln Industries, a privately held company, and the board of directors of American Family Insurance, a mutual insurance company. Other Public Company Boards: • Board of directors of Olympic Steel, Inc. • Board of directors of Duke Energy Corporation Education Dr. Kesner holds an M.B.A. and Ph.D. in business administration from Indiana University and a bachelor’s degree in business administration from Southern Methodist University. Skills and Qualifications | |||
B. EVAN BAYH Director Mr. Bayh is a senior advisor with Apollo Global Management and is a former U.S. Senator and Indiana Governor. He was a member of the U.S. Senate from the State of Indiana from 1998 until his retirement in 2011. While in the Senate, he served on a variety of committees, including the Banking, Housing and Urban Affairs Committee, and the Committee on Small Business and Entrepreneurship. Prior to serving in the Senate, Mr. Bayh served as Indiana Governor from 1988 to 1997. He previously served on the board of directors of McGraw-Hill Education Inc. and Zenith American. Other Public Company Boards: • Board of directors for Fifth Third Bancorp, Inc. • Board of directors for Marathon Petroleum Corporation • Board of directors for RLJ Lodging Trust Skills and Qualifications | |||
CHANEY M. SHEFFIELD, JR. Director Mr. Sheffield is a Partner at Canyon Partners, LLC, a worldwide investment firm, a position he has held since 2008. At Canyon, Mr. Sheffield also serves as a portfolio manager, and is a member of Canyon’s ESG and Investment committees. He has 20 years of experience in investment banking. Prior to joining Canyon Partners, Mr. Sheffield served as Vice President — Special Situations Group at Morgan Stanley Fixed Income Division from 2004 — 2008. From 2002 — 2004, Mr. Sheffield served as an Analyst for Morgan Stanley’s Investment Banking Division. Education Mr. Sheffield graduated Cum Laude from Harvard University with a Bachelor of Arts in Economics. Skills and Qualifications |
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock-Based
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
|
Kevin J. Kwilinski
Chief Executive Officer |
| | | | 2024 | | | | | | 1,029,808 | | | | | | 14,071,727 | | | | | | 2,879,994 | | | | | | 1,535,625 | | | | | | 500,564 | | | | | | 20,017,718 | | |
|
Thomas E. Salmon
Former Chairman and Chief Executive Officer |
| | | | 2024 | | | | | | 323,615 | | | | | | — | | | | | | — | | | | | | 438,277 | | | | | | 198,584 | | | | | | 960,476 | | |
| | | 2023 | | | | | | 1,202,000 | | | | | | 5,167,001 | | | | | | 2,971,726 | | | | | | 1,893,150 | | | | | | 476,734 | | | | | | 11,710,612 | | | |||
| | | 2022 | | | | | | 1,208,289 | | | | | | 4,361,776 | | | | | | 3,599,993 | | | | | | 909,220 | | | | | | 343,729 | | | | | | 10,423,007 | | | |||
|
Mark W. Miles
Chief Financial Officer |
| | | | 2024 | | | | | | 665,077 | | | | | | 1,408,813 | | | | | | 800,005 | | | | | | 617,760 | | | | | | 59,434 ( 6) | | | | | | 3,551,091 | | |
| | | 2023 | | | | | | 660,000 | | | | | | 1,435,233 | | | | | | 825,475 | | | | | | 665,280 | | | | | | 49,867 | | | | | | 3,635,854 | | | |||
| | | 2022 | | | | | | 638,230 | | | | | | 1,211,569 | | | | | | 999,994 | | | | | | 319,792 | | | | | | 68,349 | | | | | | 3,237,934 | | | |||
|
Curt L. Begle
President – Health, Hygiene & Specialties Division |
| | | | 2024 | | | | | | 660,000 | | | | | | 915,766 | | | | | | 519,997 | | | | | | 617,760 | | | | | | 44,210 | | | | | | 2,757,734 | | |
| | | 2023 | | | | | | 660,000 | | | | | | 932,976 | | | | | | 536,558 | | | | | | 665,280 | | | | | | 48,239 | | | | | | 2,843,054 | | | |||
| | | 2022 | | | | | | 637,845 | | | | | | 757,271 | | | | | | 625,010 | | | | | | 319,286 | | | | | | 57,694 | | | | | | 2,397,104 | | | |||
|
Jean-Marc Galvez
President – Consumer Packaging International Division |
| | | | 2024 | | | | | | 680,864 | | | | | | 915,766 | | | | | | 519,997 | | | | | | 613,978 | | | | | | 19,521 | | | | | | 2,750,127 | | |
| | | 2023 | | | | | | 667,725 | | | | | | 932,976 | | | | | | 536,558 | | | | | | 673,067 | | | | | | 36,853 | | | | | | 2,847,180 | | | |||
| | | 2022 | | | | | | 733,501 | | | | | | 908,676 | | | | | | 749,991 | | | | | | 305,239 | | | | | | 97,032 | | | | | | 2,794,439 | | | |||
|
Jason K. Greene
Executive Vice President, Chief Legal Officer and Secretary |
| | | | 2024 | | | | | | 556,557 | | | | | | 1,056,648 | | | | | | 599,993 | | | | | | 518,544 | | | | | | 57,113 | | | | | | 2,788,855 | | |
| | | 2023 | | | | | | 554,000 | | | | | | 1,076,459 | | | | | | 619,106 | | | | | | 558,432 | | | | | | 41,281 | | | | | | 2,849,278 | | | |||
| | | 2022 | | | | | | 540,615 | | | | | | 757,271 | | | | | | 625,010 | | | | | | 272,228 | | | | | | 50,362 | | | | | | 2,245,485 | | |
Customers
Customer name | Ticker |
---|---|
Performance Food Group Company | PFGC |
Sysco Corporation | SYY |
Yum! Brands, Inc. | YUM |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Miles Mark W | - | 119,384 | 0 |
Miles Mark W | - | 84,502 | 0 |
Kesner Idalene Fay | - | 43,728 | 0 |
Kwilinski Kevin J. | - | 37,004 | 0 |
STERRETT STEPHEN E | - | 33,608 | 0 |
Bayh Evan | - | 28,258 | 3,488 |
FOSTER JONATHAN F | - | 14,224 | 0 |
Steele Robert Allan | - | 4,728 | 0 |
Rahman Jill A | - | 4,728 | 0 |
Thomas Peter T | - | 4,407 | 0 |
RICKERTSEN CARL J | - | 2,758 | 0 |
Harper Meredith | - | 1,407 | 0 |
Greene Jason K. | - | 250 | 0 |
Begle Curt | - | 0 | 1,016 |