Magnera Corp
For the period ended Sep 27, 2025. Filed Nov 25, 2025.
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FY2025 · Filed Nov 25, 2025
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Notes to Consolidated and Combined Financial Statements
(tables in millions of dollars, except per share data)
- Basis of Presentation and Summary of Significant Accounting Policies
On November 4, 2024 , Treasure, which was a wholly owned subsidiary of Berry, completed the Transaction with Glatfelter, which concurrently changed its name to Magnera. As a result, pre-Transaction Treasure shareholders received shares of Magnera representing 90% of the combined company and GLT shareholders retained 10%. As Treasure was identified as the accounting acquirer, the prior year presentation represents standalone Treasure results with the acquisition method of accounting being applied to the assets acquired and liabilities assumed of GLT. See Note 2. Acquisition.
The Consolidated and Combined Financial Statements contain combined financial statements for the fiscal periods prior to the Closing Date of the Transaction. The Combined Financial Statements were prepared on a stand-alone basis derived from the financial statements and accounting records of Berry and are presented as if Treasure had operated on a stand-alone basis. For the Combined Financial Statements reported for the fiscal years ended September 28, 2024 and September 30, 2023 and the related notes refer to Exhibit 99.4 of the Form 8-K/A filed with the Securities and Exchange Commission (the "SEC") on January 31, 2025.
The pre-Transaction Combined Financial Statements of Operations, Comprehensive Income (Loss), Balance Sheets, Cash Flows and Changes in Equity have been prepared on a carve-out basis, which include assumptions underlying the preparation that management believe are reasonable. However, the combined pre-Transaction financial information included herein may not necessarily reflect the Company’s results of operations, comprehensive income (loss), balance sheets, cash flows and changes in equity had the Company been an independent stand-alone company during the periods presented.
For periods prior to the Closing Date, transactions between Berry and Treasure were reflected as a component of Berry's net investment in the Consolidated and Combined Balance Sheets and as a financing activity within the accompanying Consolidated and Combined Statements of Cash Flows. Berry's net investment on the Consolidated and Combined Balance Sheets and Consolidated and Combined Statement of Equity represents the cumulative net investment by Berry in Treasure. Concurrent with the closing of the Transaction, Berry received a cash distribution and, in turn, transferred Berry’s health, hygiene and specialties global nonwovens and films business to Treasure. As a result, Berry's net investment in Treasure was reduced tozero with a corresponding adjustment to Additional Paid-in Capital.
The accompanying Consolidated and Combined Financial Statements of Magnera Corporation have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the SEC. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the time of the filing have been evaluated.
Revenue Recognition and Accounts Receivable
Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. Generally, our revenue is recognized for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The Company disaggregates revenue based on geography. See Note 11. Segment and Geographic Data.
The Company records current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The reserve as of each period end and changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented.
The Company participates in customer supply chain financing programs to collect certain receivables through third-party financial institutions. These arrangements qualify as true sales, as the receivables are transferred without recourse. As a result, the balances are removed from trade receivables on the balance sheet, and the cash proceeds are reported as operating cash flows.
For the fiscal year ended September 27, 2025, our top customer represented approximately 14% of net sales and our top ten customers represented approximately 42% of net sales.
Research and Development
Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $20 million, $13 million, and $15 million in fiscal years 2025, 2024, and 2023, respectively, which are included in Selling, general and administrative in the Consolidated and Combined Statements of Operations.
Share-Based Compensation
The Company recognized total share-based compensation expense of $19 million, $7 million, and $7 million, for fiscal years 2025, 2024, and 2023, respectively. The share-based compensation plan is more fully described in Note 10. Equity.
Foreign Currency
For the non-U.S. subsidiaries that account in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using period-end exchange rates. Sales and expenses are translated at the average exchange rates in effect during the period. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss within Equity in the Consolidated and Combined Balance Sheets. Gains and losses resulting from foreign currency transactions are included in Other expense(income) in the Consolidated and Combined Statements of Operations.
Cash and Cash Equivalents
All highly liquid investments purchased with a maturity of three months or less from the time of purchase are considered to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or net realizable value and are valued using the first-in, first-out method. Management periodically reviews inventory balances, using recent and future expected sales to identify slow-moving and/or obsolete items. We evaluate our reserve for inventory obsolescence on a quarterly basis and review inventory on-hand to determine future salability. We base our determinations on the age of the inventory and the experience of our personnel. We reserve inventory that we deem to be not salable in the quarter in which we make the determination. We believe, based on past history and our policies and procedures, that our net inventory is salable. Inventory, including reserves of $25 million and $15 million as of fiscal years 2025 and 2024, respectively was:
| Inventories: | 2025 | 2024 |
|---|---|---|
| Finished goods | $303 | $156 |
| Raw materials | 171 | 103 |
| $474 | $259 |
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from 15 to 40 years for buildings and improvements,2 to 20 years for machinery, equipment, and tooling, and over the term of the agreement for finance leases. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term. Repairs and maintenance costs are charged to expense as incurred. Property, plant and equipment as of fiscal 2025 and 2024 was:
| Property, plant and equipment: | 2025 | 2024 |
|---|---|---|
| Land, buildings and improvements | $653 | $376 |
| Equipment and construction in progress | 1,986 | 1,543 |
| 2,639 | 1,919 | |
| Less accumulated depreciation | (1,163) | (970) |
| $1,476 | $949 |
Long-lived Assets
Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. No material impairments were recorded in the periods presented.
Goodwill
The changes in the carrying amount of goodwill are as follows:
| Americas | Rest of World | Total | |
|---|---|---|---|
| Balance as of fiscal 2023 | $589 | $205 | $794 |
| Goodwill impairment | — | (171) | (171) |
| Foreign currency translation adjustment | (4) | 5 | 1 |
| Balance as of fiscal 2024 | $585 | $39 | $624 |
| Foreign currency translation adjustment | 1 | 2 | 3 |
| Acquisitions | 36 | — | 36 |
| Balance as of fiscal 2025 | $622 | $41 | $663 |
In fiscal 2025, in accordance with our accounting policy, the Company completed a quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. The Company reviews Goodwill for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The fair value for each reporting unit is estimated based on a combination of a comparative company market approach and a discounted cash flow analysis (income approach). Our forecasts included a terminal growth rate of 2.5%, modest margin expansion attributed to capital investments and normalization of energy inflation, and discount rates ranging from 11% to 13% being applied to the forecasted cash flows. Using the quantitative approach, the Company makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for the Company’s public peer group. Discounted cash flow models are reliant on various assumptions, including projected business results, growth factors such as revenue and EBITDA margin, and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Changes in those assumptions or estimates with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to future operating results could result in an impairment charge in the future or may require a more frequent assessment. As a result of our annual impairment evaluations the Company concluded thatno impairment existed in fiscal 2025.
Intangible Assets
| Customer · Other · Accumulated | |||||
|---|---|---|---|---|---|
| Relationships | Trademarks | Intangibles | Amortization | Total | |
| Balance as of fiscal 2023 | $610 | $30 | $84 | $(449) | $275 |
| Amortization expense | — | — | — | (48) | (48) |
| Impairment | — | — | (1) | — | (1) |
| Balance as of fiscal 2024 | $610 | $30 | $83 | $(497) | $226 |
| Foreign currency translation adjustment | 3 | — | — | (3) | — |
| Amortization expense | — | — | — | (50) | (50) |
| Acquisition | 49 | 2 | — | — | 51 |
| Balance as of fiscal 2025 | $662 | $32 | $83 | $(550) | $227 |
Customer relationships are being amortized using an accelerated amortization method, which corresponds with the customer attrition rates used in the initial valuation of the intangibles over the estimated life of the relationships that range from 10 to 15 years. The Company has trademarks that total $26 million that are indefinite lived and we test annually for impairment on the first day of the fourth quarter. Definite lived trademarks are being amortized using the straight-line method over the estimated life of the assets, which are not more than 15 years. Other intangibles, which include technology and licenses, are being amortized using the straight-line method over the estimated life of the assets that range from 8 to 20 years. We completed the annual impairment test of our indefinite lived trademarks utilizing the qualitative method in fiscal years 2025, 2024 and 2023 and noted no material impairment.
Future amortization expense for definite lived intangibles as of fiscal 2025 for the next five fiscal years is $45 million, $43 million, $33 million, $27 million, and $26 million each year for fiscal years ending 2026, 2027, 2028, 2029, and 2030, respectively.
Leases
The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. We recognize right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments over the lease term using our incremental borrowing rate on a collateralized basis. Short-term leases, with original lease terms of less than one year, are not recognized on the Consolidated and Combined Balance Sheet. We are party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term. Renewal options are included in the right-of-use asset and lease liability based on our assessment of the probability that the options will be exercised. See Note 5. Commitments, Leases and Contingencies.
At September 27, 2025, annual lease commitments were as follows:
| Operating Leases | |
|---|---|
| 2026 | $18 |
| 2027 | 14 |
| 2028 | 12 |
| 2029 | 9 |
| 2030 | 6 |
| Thereafter | 12 |
| Total lease payments | 71 |
| Less: Interest | (8) |
| Present value of lease liabilities | $63 |
Income Taxes
The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s Consolidated and Combined Financial Statements or income tax returns. Income taxes are recognized during the period in which the underlying transactions are recorded. Deferred taxes, with the exception of non-deductible goodwill, are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and such amounts as measured by tax laws. If the Company determines that a deferred tax asset arising from temporary differences is not likely to be utilized, the Company will establish a valuation allowance against that asset to record it at its expected realizable value. The Company recognizes uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company’s effective tax rate is dependent on many factors including: the impact of enacted tax laws in jurisdictions in which the Company operates; the amount of earnings by jurisdiction, due to varying tax rates in each country; and the Company’s ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the U.S.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains or losses resulting from currency translations of foreign subsidiaries.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP to make extensive use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the event or circumstances giving rise to such changes occurred.
Recently Issued Accounting Pronouncements
In 2023, the Financial Accounting Standards Board ("FASB") issued guidance with the goal of providing more information about reportable segments, including disaggregated expense information. The Company adopted the guidance in fiscal 2025 which did not result in a material change to our Consolidated and Combined Financial Statements.
In 2023, the FASB issued guidance with the goal of providing more information in the income tax reconciliation table and regarding income taxes paid. This Accounting Standard Update ("ASU") is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact of adopting this guidance.
In 2024, the FASB issued guidance with the goal of providing more expense information for certain categories of expenses that are included in line items on the face of the statements of operations. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis and allows for early adoption. The Company is currently evaluating the impact of adopting this guidance.
- Acquisition
Glatfelter
The Transaction combined GLT’s sustainable solutions and product portfolio with Treasure’s proprietary technologies and global scale. The results of GLT have been included in the consolidated results of the Company since the Closing Date.
The GLT acquisition has been accounted for under the purchase method of accounting and accordingly, the purchase price has been allocated to the identifiable assets and liabilities based on their fair value at the Closing Date. The Company recorded measurement period adjustments which included a $48 million decrease in the fair value of fixed assets offset by a $45 million decrease in other long-term liabilities, related primarily to deferred tax liabilities, resulting in a net $27 million increase to goodwill. For the year ended September 27, 2025, the Company recognized a reduction of depreciation and amortization expense of $21 million resulting from revised fair values of fixed assets and intangible assets. The Company has recognized goodwill on this Transaction primarily as a result of expected cost synergies and expects goodwill not to be deductible for tax purposes.
The following table summarizes the final purchase price allocation:
| Fair value of GLT common stock concurrent with closing | $74 |
|---|---|
| Identifiable assets acquired and liabilities assumed | |
| Cash | 37 |
| Working capital(a) | 247 |
| Property, plant and equipment | 589 |
| Identifiable intangible assets | 51 |
| Other assets | 69 |
| Other long-term liabilities | (86) |
| Debt | (869) |
| Goodwill | 36 |
| Total consideration | $74 |
*(a) *Includesa $16 million step up of inventory to fair value
When including GLT results for the periods prior to the Closing Date, unaudited pro forma net sales and net loss were $3,316 million and $(165) million, respectively, for the year ended September 27, 2025, and $3,496 million and $(292) million, respectively, for the year ended September 28, 2024. The unaudited pro forma net sales and net income figures assume that the Transaction was consummated as of the beginning of the relevant period. The net sales for the year ended September 27, 2025 included $1,145 million from GLT.
- Long-Term Debt
Long-term debt consists of the following:
| Facility | Maturity Date | 2025 | 2024 |
|---|---|---|---|
| Revolving credit facility | November 2029 | $— | $— |
| Term loan | November 2031 | 731 | — |
| 7.25% First Priority Senior Secured Notes | November 2031 | 800 | — |
| 4.75% First Priority Senior Secured Notes | October 2029 | 500 | — |
| Debt discounts, deferred fees and other | (79) | — | |
| Total long-term debt | $1,952 | $— |
As part of the Transaction, the Company consummated a $785 million Term Loan due 2031 (the “Term Loan”), an $800 million issuance of 7.25 % First Priority Senior Secured Notes due 2031 (the “7.25% Notes”), and a $350 million revolving credit facility (the “Revolving Credit Facility”). The proceeds from the Term Loan and 7.25% Notes were used to retire a portion of GLT outstanding debt and fund a cash distribution to Berry. The margin for the Term Loan is 4.25% per annum plus SOFR, which was approximately 4.16%.
Despite not having financial maintenance covenants on our Term Loan and secured notes, these agreements do contain certain negative covenants. The failure to comply with these negative covenants could restrict our ability to incur additional indebtedness, affect acquisitions, enter into certain significant business combinations, make distributions or redeem indebtedness. We are in compliance with all covenants as of September 27, 2025.
Debt discounts, deferred financing fees and the purchase price adjustment related to the retained GLT 4.75 % First Priority Senior Secured Notes are presented net of Long-term debt, less the current portion on the Consolidated and Combined Balance Sheets and are amortized to Interest expense on the Consolidated and Combined Statements of Operations through maturity.
The Company hasno future maturities of long-term debt until 2029, at which point $500 million and $1,531 million are due in fiscal year 2029 and 2031, respectively. Net cash interest was $124 million in fiscal 2025.
- Financial Instruments and Fair Value Measurements
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in foreign currencies. These financial instruments are not used for trading or other speculative purposes.
Cross-Currency Swaps
The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. During fiscal 2025, the Company received net proceeds of $22 million related to the settlement of existing cross-currency rate swaps, with the offset being recorded in Accumulated other comprehensive loss. Following the settlement, the Company entered into a €250 million and a €425 million cross-currency swap, maturing November 2027 and November 2029 respectively. The swaps are designated as a hedge of the Company’s foreign currency investment in foreign subsidiaries. The loss on net investment hedges, net of tax, recorded in accumulated other comprehensive loss for the year ended September 27, 2025 was $84 million. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable).
The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows:
| Derivative Instruments | Hedge Designation | Balance Sheet Location | 2025 | 2024 |
|---|---|---|---|---|
| Cross-currency swaps | Designated | Other long-term liabilities | $(99) | $— |
The effect of the Company’s derivative instruments on the Consolidated and Combined Statements of Operations is as follows:
| Derivative Instruments | Statements of Operations Location | 2025 | 2024 | 2023 |
|---|---|---|---|---|
| Cross-currency swaps | Interest expense, net | $9 | $— | $— |
The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, and cross-currency swap agreements. The book value of our marketable long-term indebtedness exceeded fair value by $108 million as of September 27, 2025. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).
Non-recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our Property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. As a result of the fiscal 2024 assessment, the Company recorded an impairment charge of $172 million. No impairment indicators were identified in the current year.
Included in the following tables are the major categories of assets and their current carrying values, along with the impairment loss recognized on the fair value measurement for the period then ended:
| Level 1 | Level 2 | Level 3 | Total | Impairment | |
|---|---|---|---|---|---|
| Indefinite-lived trademarks | $— | $— | $26 | $26 | $— |
| Goodwill | — | — | 663 | 663 | — |
| Definite lived intangible assets | — | — | 201 | 201 | — |
| Property, plant, and equipment | — | — | 1,476 | 1,476 | — |
| Total | $— | $— | $2,366 | $2,366 | $— |
| Level 1 | Level 2 | Level 3 | Total | Impairment | |
|---|---|---|---|---|---|
| Indefinite-lived trademarks | $— | $— | $26 | $26 | $— |
| Goodwill | — | — | 624 | 624 | (171) |
| Definite lived intangible assets | — | — | 200 | 200 | (1) |
| Property, plant, and equipment | — | — | 949 | 949 | — |
| Total | $— | $— | $1,799 | $1,799 | $(172) |
- Commitments, Leases and Contingencies
The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.
Leases
The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. Finance leases are not material for all periods presented.
Supplemental lease information is as follows:
| Leases | Classification | 2025 | 2024 |
|---|---|---|---|
| Operating leases: | |||
| Operating lease right-of-use assets | Right-of-use asset | $62 | $49 |
| Current operating lease liabilities | Other current liabilities | 18 | 11 |
| Noncurrent operating lease liabilities | Operating lease liabilities | 45 | 39 |
| Lease Type | Cash Flow Classification | Lease Expense Category | 2025 | 2024 |
|---|---|---|---|---|
| Operating leases | Operating cash flows | Lease cost | $25 | $15 |
| 2025 | 2024 | |
|---|---|---|
| Weighted-average remaining lease term - operating leases | 5.6 years | 6.5 years |
| Weighted-average discount rate - operating leases | 4.5% | 3.5% |
Right-of-use assets obtained in exchange for new operating lease liabilities were $24 million for fiscal 2025.
Litigation
The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its Consolidated and Combined Balance Sheet, Statements of Operations, or Cash Flows.
Environmental Claims
Over the next 30 years, we are primarily responsible for the reimbursement of government oversight costs associated with certain environmental claims regarding the Fox River located in Wisconsin. At September 27, 2025, the outstanding balance of the environmental liability and corresponding escrow asset was $18 million and $9 million, respectively.
Tax Claims
As part of a previous acquisition, the Company acquired a liability related to certain tax claims. Depending on the resolution of the tax claim, the final settlement calculated as of September 27, 2025 will range between $40 million and $59 million with an eventual payment to the Brazilian government and/or the selling stockholders of the previous acquisition. The Company has recorded an estimated tax liability on the Consolidated and Combined Balance Sheets in Other long-term liabilities as the settlement of existing and potential claims is expected to be greater than one year.
- Income Taxes
The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided for U.S. Federal, State and foreign income taxes. Significant components of income tax expense for the fiscal years ended are as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Current | |||
| U.S. | |||
| Federal | $3 | $8 | $12 |
| State | 1 | 1 | 1 |
| Non-U.S. | 16 | 19 | 30 |
| Total current | 20 | 28 | 43 |
| Deferred: | |||
| U.S. | |||
| Federal | (30) | (4) | (5) |
| State | (1) | (1) | (2) |
| Non-U.S. | 4 | (4) | (2) |
| Total deferred | (27) | (9) | (9) |
| Expense (benefit) for income taxes | $(7) | $19 | $34 |
U.S. income before income taxes was $(186) million, $18 million, and $15 million for fiscal years 2025, 2024, and 2023, respectively. Non-U.S. income before income taxes was $20 million, $(153) million, and $57 million for fiscal years 2025, 2024, and 2023, respectively. The Company paid cash taxes of $22 million, $9 million, and $29 million in fiscal years 2025, 2024, and 2023, respectively.
The reconciliation between U.S. Federal income tax expense at the statutory rate and the Company’s expense for income taxes for fiscal years ended are as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| U.S. Federal income tax expense (benefit) at the statutory rate | $(35) | $(28) | $15 |
| Adjustments to reconcile to the income tax provision: | |||
| U.S. state income tax expense | (3) | — | — |
| Federal and state credits | (1) | (1) | (1) |
| Share-based compensation | 4 | — | — |
| Withholding taxes | (1) | 2 | 6 |
| Changes in valuation allowance | 31 | 11 | 5 |
| Foreign income taxed in the U.S. | 2 | — | 1 |
| Brazil ICMS rate reduction | (4) | (6) | (2) |
| Foreign operations, inclusive of rate differential | (7) | — | 3 |
| Uncertain tax positions | 2 | (5) | 2 |
| Goodwill impairment | — | 44 | — |
| Other | 5 | 2 | 5 |
| Expense (benefit) for income taxes | (7) | $19 | $34 |
Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liability as of fiscal years ended are as follows:
| 2025 | 2024 | |
|---|---|---|
| Deferred tax assets: | ||
| Accrued liabilities and reserves | $6 | $7 |
| Inventories | 22 | 3 |
| Net operating loss carryforwards | 250 | 103 |
| Lease liability | 9 | 12 |
| Foreign tax credit carryforwards | 35 | 19 |
| Capitalization research and development expenditures | 10 | 9 |
| Hedges | 23 | — |
| Interest limitation carryforwards | 68 | — |
| Other | 14 | 3 |
| Total deferred tax assets | 437 | 156 |
| Valuation allowance | (199) | (36) |
| Total deferred tax assets, net of valuation allowance | 238 | 120 |
| Deferred tax liabilities: | ||
| Property, plant and equipment | 139 | 68 |
| Intangible assets | 40 | 50 |
| Leased asset | 8 | 12 |
| Other | 21 | 11 |
| Total deferred tax liabilities | 208 | 141 |
| Net deferred tax asset (liability) | $30 | $(21) |
The Company had $76 million and $57 million of net deferred tax assets recorded in Other assets, and $46 million and $78 millionof net deferred tax liabilities recorded in Deferred income taxes on the Consolidated and Combined Balance Sheets as of the fiscal years ended 2025 and 2024, respectively.
As of September 27, 2025, the Company has recorded deferred tax assets related to federal, state, and foreign net operating losses, interest, and tax credits. These attributes are spread across multiple jurisdictions and generally have expiration periods beginning in 2025 while a portion remains available indefinitely. Each attribute has been assessed for realization and a valuation allowance is recorded against the deferred tax assets to bring the net amount recorded to the amount more likely than not to be realized. The valuation allowance against deferred tax assets was $199 million and$36 million as of the fiscal years ended 2025 and 2024, respectively, related to the foreign and U.S. federal and state operations.
The Company is permanently reinvested except to the extent the foreign earnings are previously taxed or to the extent that we have sufficient basis in our non-U.S. subsidiaries to repatriate earnings on an income tax free basis.
Uncertain Tax Positions
The following table summarizes the activity related to our gross unrecognized tax benefits for fiscal years ended:
| 2025 | 2024 | |
|---|---|---|
| Beginning unrecognized tax benefits | $12 | $17 |
| Penalties and interest | (4) | — |
| Increases recognized through acquisition | 38 | — |
| Gross increases – tax positions in prior periods | 1 | 2 |
| Gross increases – current period tax positions | 6 | — |
| Settlements | — | (1) |
| Lapse of statute of limitations | (8) | (6) |
| Ending unrecognized tax benefits | $45 | $12 |
As of fiscal year end 2025, the amount of unrecognized tax benefit that, if recognized, would affect our effective tax rate was$45 million and we had $11 million accrued for payment of interest and penalties related to our uncertain tax positions. Our penalties and interest related to uncertain tax positions are included in income tax expense.
As a result of global operations, we file income tax returns in the U.S. federal, various state and local, and foreign jurisdictions and are routinely subject to examination by taxing authorities throughout the world. Excluding potential adjustments to net operating losses, the U.S. federal and state income tax returns are no longer subject to income tax assessments for years before 2021. With few exceptions, the major foreign jurisdictions are no longer subject to income tax assessments for years before 2017.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted. The Act provides for several corporate tax changes including, but not limited to, restoring full expensing of domestic research and development costs, restoring immediate deductibility of certain capital expenditures, and changes in the computation of U.S. taxation on international earnings. The impact the Act had on our business was immaterial.
- Retirement Plans
The Company has employee benefit plans, all of which are frozen to new participants and existing participants from accruing additional benefits and are unfunded. The following table summarizes the change in the benefit plans for the year ended September 27, 2025 and the projected benefit obligation as of September 27, 2025.
| Pension Benefits | |
|---|---|
| Change in Benefit Obligation: | |
| Beginning of period | $— |
| Acquisition | 27 |
| Interest cost | 1 |
| Benefits paid | (2) |
| Effect of currency rate changes | 1 |
| End of period | $27 |
The weighted-average discount rate used in determining the projected benefit obligation at the measurement date for the year was 5.11%.
As of September 27, 2025, future benefits expected to be paid for the defined-benefit plans are as follows:
| Fiscal year | Pension Benefits |
|---|---|
| 2026 | $2 |
| 2027 | 2 |
| 2028 | 2 |
| 2029 | 2 |
| 2030 | 2 |
| 2031 through 2035 | 9 |
- Corporate Expense Allocation
Based on management estimates as part of the carve-out financial statement process,$3 million, $21 million, $26 million, of general corporate expenses including information technology, accounting, legal, human resources, and other services were allocated to Treasure during the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.
- Restructuring and Other Activities
In the current fiscal year, the Company announced cost savings initiatives including plant rationalizations in all segments as part of the Project CORE restructuring plan. The project is expected to be carried out over the nexttwo years, with the operations savings intended to counter general economic softness.
The table below sets forth the significant components of the Restructuring and other activities, including supply chain financing activity charges recognized for the periods presented, by reportable segment:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Americas | $51 | $14 | $17 |
| Rest of World | 38 | 16 | 7 |
| Consolidated | $89 | $30 | $24 |
The table below sets forth the activity with respect to the Restructuring and other activities accrual at September 27, 2025:
| Restructuring | |||||
|---|---|---|---|---|---|
| Employee Severance · Facility Exit · Non-Cash · Transaction | |||||
| and Benefits | Costs | Charges | and Other(a) | Total | |
| Balance as of fiscal 2022 | $— | $— | $— | $4 | $4 |
| Charges | 10 | 1 | — | 13 | 24 |
| Cash | (10) | (1) | — | (17) | (28) |
| Balance as of fiscal 2023 | $— | $— | $— | $— | $— |
| Charges | 13 | 3 | 3 | 11 | 30 |
| Non-cash items | — | — | (3) | — | (3) |
| Cash | (5) | (3) | — | (11) | (19) |
| Balance as of fiscal 2024 | $8 | $— | $— | $— | $8 |
| Charges | 26 | 2 | 5 | 56 | 89 |
| Non-cash items | — | — | (5) | — | (5) |
| Cash payments | (21) | (2) | — | (54) | (77) |
| Balance as of fiscal 2025 | $13 | $— | $— | $2 | $15 |
*(a) *Includes $19 million of Transaction related compensation
Since 2023, cumulative costs attributed to restructuring programs total $63 million.
- Equity
Equity Incentive Plans
In the current fiscal year, the Company initiated shareholder-approved stock plans under which restricted stock unit ("RSUs") and performance share units ("PSUs") have been granted to employees at the fair value of the Company's stock on the date of grant. RSUs generally vest ratably over a service period ofthree years. PSUs generally vest at the end of a performance period ofthree years. Compensation cost is recorded based upon the fair value of the shares at the original grant date. The fair value of the PSUs are estimated using a Monte Carlo simulation approach. The Company had unrecognized compensation expense of $16 million on awards as of fiscal year end.
Information related to the equity incentive plans as of the current fiscal year ended is as follows:
| 2025 | ||
|---|---|---|
| Number of Shares | Weighted Average | |
| (in thousands) | Grant Price | |
| Awards granted | 1,636 | $20.16 |
| Awards exercised | (248) | 21.05 |
| Awards forfeited or cancelled | (29) | 20.19 |
| Awards outstanding, end of period | 1,359 | 20 |
The Company had equity incentive shares available for grant of 5 million as of September 27, 2025.
- Segment and Geographic Data
The Company’s operations are organized intotwo operating and reportable segments: Americas and Rest of World. The structure is designed to align us with our customers, provide improved service, drive future growth, and to facilitate synergy realization. Adjusted EBITDA is the primary measure of profit (loss) used by the chief operating decision maker ("CODM"), our CEO, to evaluate the performance of and allocate resources among our reportable segments. The Company defines Adjusted EBITDA as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance. The Company's management, including the CODM, uses Adjusted EBITDA to evaluate segment performance and allocate resources. The accounting policies of the reportable segments are the same as those in the consolidated financial statements. The Company's CODM uses consolidated expense information in the evaluation of segment performance and to allocate resources and is not regularly provided disaggregated expense information for each of the reportable segments.
Selected information by reportable segment is presented in the following tables:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Net Sales | |||
| Americas | $1,833 | $1,493 | $1,531 |
| Rest of World | 1,371 | 694 | 744 |
| Total net sales | $3,204 | $2,187 | $2,275 |
| Segment operating expenses(5) | |||
| Americas | $1,592 | $1,270 | $1,285 |
| Rest of World | 1,258 | 635 | 678 |
| Total segment operating expenses | $2,850 | $1,905 | $1,963 |
| Adjusted EBITDA | |||
| Americas | $241 | $223 | $246 |
| Rest of World | 113 | 59 | 66 |
| Total adjusted EBITDA | $354 | $282 | $312 |
| Reconciling items: | |||
| Depreciation and amortization | $206 | $175 | $169 |
| Restructuring, transaction, business optimization and other activities(1) | 94 | 30 | 24 |
| Argentina hyperinflation(2) | 4 | 14 | 10 |
| Goodwill and other impairment | — | 172 | — |
| Corporate expense allocation(3) | 3 | 21 | 26 |
| Other non-cash charges(4) | 42 | 11 | 14 |
| Operating Income | 5 | (141) | 69 |
| Interest expense, net and other expense (income), net | 171 | (6) | (3) |
| Income (loss) before income taxes | $(166) | $(135) | $72 |
*(1) *Includes $84 million, $30 million, and $24 million of Restructuring and other charges in the fiscal year ended 2025, 2024, and 2023, respectively.
*(2) *Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso
*(3) *Consists of estimated parent-allocated charges for the period prior to merger which is required by GAAP as part of the carve-out financial statement process
*(4) *Includes stock compensation expense and other non-cash items, including $16 million of inventory step-up charges related to the GLT merger and $5 million of Restructuring and other expenses in the fiscal year ended 2025
(5)Segment operating expenses include primarily cost of goods sold and selling, general and administrative expenses
| Depreciation and amortization | |||
|---|---|---|---|
| Americas | $132 | $123 | $119 |
| Rest of World | 74 | 52 | 50 |
| Total depreciation and amortization | $206 | $175 | $169 |
| 2025 | 2024 | |
|---|---|---|
| Long-lived assets | ||
| Americas | $1,796 | $1,460 |
| Rest of World | 770 | 461 |
| Total long-lived assets | $2,566 | $1,921 |
Total assets and capital expenditures by segment are not disclosed as the CODM does not utilize these measures to evaluate segment performance or allocate resources and capital.
Selected information by geographical region is presented in the following tables:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Net sales | |||
| United States and Canada | $1,398 | $991 | $998 |
| Latin America | 435 | 502 | 533 |
| Rest of World | 1,371 | 694 | 744 |
| Total net sales | $3,204 | $2,187 | $2,275 |
Selected information by product line is presented in the following tables:
| (in percentages) | 2025 | 2024 |
|---|---|---|
| Net sales | ||
| Personal Care | 48 % | 49 % |
| Consumer Solutions | 52 % | 51 % |
| Total net sales | 100 % | 100 % |
- Basic and Diluted Net Income (Loss) Per Share
Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents.
The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Numerator | |||
| Consolidated net income (loss) | $(159) | $(154) | $38 |
| Denominator | |||
| Weighted average common shares outstanding - basic and dilutive | 35.5 | 31.8 | 31.8 |
| Net income (loss) per share: | |||
| Basic and diluted | $(4.47) | $(4.84) | $1.19 |
While there were no shares outstanding in prior periods, an allocation of 90% of the shares as of the completion of the Transaction have been provided for comparability purposes. Shares excluded from the current period calculation, as the effect of their conversion into shares of our common stock would be antidilutive, were 1.1 million.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.