10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 10-K/A  

(Amendment No. 1)

(Mark One) 

[X]    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 27, 2014  

or    

[  ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-35672  

BERRY PLASTICS GROUP, INC.

(Exact name of registrant as specified in its charter) 

Delaware	20-5234618
(State or other jurisdiction   of incorporation or organization)	(IRS employer   identification number)
101 Oakley Street   Evansville, Indiana	47710
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (812) 424-2904  

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [X] No [  ]  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.  Yes [  ] No [X]  

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  Yes [X] No [  ]  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X] No [  ]  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:  [  ]  

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):          

      Large accelerated filer [X]           Accelerated filer [   ]           Non-accelerated filer [   ]     Small reporting company [   ] 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [  ] No [X]  

The aggregate market value of the common stock of the registrant held by non-affiliates was approximately $2.1 billion as of March 28, 2014, the last business day of the registrant’s most recently completed second fiscal quarter.  The aggregate market value was computed using the $22.46 closing price per share for such stock on the New York Stock Exchange on such date.  The calculation includes shares of the registrant’s common stock held by current executive officers, directors and affiliates whose ownership exceeded 5% as of such date.

As of November 24, 2014, there were approximately 118.2 million shares of the registrant’s common stock outstanding. 

Documents Incorporated by Reference

None.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends Berry Plastics Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014 (the “Form 10-K”), as filed with the Securities and Exchange Commission on November 24, 2014, and is being filed solely to amend the Report of Independent Registered Public Accounting Firm (the “Audit Report”) contained in Item 8 of the Form 10-K to correct an inadvertent omission of an explanatory paragraph describing the exclusion of acquisitions from the scope of their report on internal control over financial reporting.

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have included the entire text of Item 8 of the Form 10-K in this Amendment. However, there have been no changes to the text of such item other than the change stated in the immediately preceding paragraph. Furthermore, there have been no changes to the XBRL data filed in Exhibit 101 of the Form 10-K.

Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.

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TABLE OF CONTENTS

FORM 10-K/A FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 2014  

		Page
	PART II
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4
	PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	5

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PART II

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements
Reports of Independent Registered Public Accounting Firm	6
Consolidated Balance Sheets as of fiscal 2014 and 2013	8
Consolidated Statements of Income and Comprehensive Income for fiscal 2014, 2013 and 2012	9
Consolidated Statements of Changes in Stockholders' Equity as of fiscal 2014, 2013 and 2012	10
Consolidated Statements of Cash Flows for fiscal 2014, 2013 and 2012	11
Notes to Consolidated Financial Statements	12
Index to Financial Statement Schedules All schedules have been omitted because they are not applicable or not required or because the required information is included in the consolidated financial statements or notes thereto.

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PART IV  

  Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  

1. Financial Statements  

The financial statements listed under Item 8 are filed as part of this report.  

2. Financial Statement Schedules  

Schedules have been omitted because they are either not applicable or the required information has been disclosed in the financial statements or notes thereto.

3.	Exhibits
	The exhibits listed on the Exhibit Index immediately following the signature page of this report are filed as part of this Amendment No. 1 on Form 10-K/A and are meant to supplement the Exhibits listed and/or filed with the Original Report.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Berry Plastics Group, Inc.

We have audited the accompanying consolidated balance sheets of Berry Plastics Group, Inc. as of September 27, 2014 and September 28, 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended September 27, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Berry Plastics Group, Inc. at September 27, 2014 and September 28 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 27, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Berry Plastics Group, Inc.’s internal control over financial reporting as of September 27, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “(1992 framework)”and our report dated November 24, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP 

Indianapolis, Indiana

November 24, 2014

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Berry Plastics Group, Inc.

We have audited Berry Plastics Group, Inc.’s internal control over financial reporting as of September 27, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Berry Plastics Group Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Controls over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Graphic Flexible Packaging LLC; Qingdao P&B Co., Ltd; and Rexam Healthcare Containers and Closures, which are included in the 2014 consolidated financial statements of Berry Plastics Group, Inc. and constituted 6% of total assets as of September 27, 2014 and 4% of net sales for the year then ended. Our audit of internal control over financial reporting of Berry Plastics Group, Inc. also did not include an evaluation of the internal control over financial reporting of Graphic Flexible Packaging LLC; Qingdao P&B Co., Ltd; and Rexam Healthcare Containers and Closures.

In our opinion, Berry Plastics Group, Inc.maintained, in all material respects, effective internal control over financial reporting as of September 27, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2014 consolidated financial statements of Berry Plastics Group, Inc. and our report dated November24, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Indianapolis, Indiana

November 24, 2014

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Berry Plastics Group, Inc.

Consolidated Balance Sheets

(in millions of dollars, except share data)  

	September 27, 2014			September 28, 2013
Assets
Current assets:
Cash and cash equivalents	$	129		$	142
Accounts receivable, net		491			449
Inventories		604			575
Deferred income taxes		166			139
Prepaid expenses and other current assets		42			32
Total current assets		1,432			1,337
Property, plant and equipment, net		1,364			1,266
Goodwill, intangible assets and deferred costs, net		2,471			2,520
Other assets		1			12
Total assets	$	5,268		$	5,135
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	395		$	337
Accrued expenses and other current liabilities		314			276
Current portion of long-term debt		58			71
Total current liabilities		767			684
Long-term debt, less current portion		3,860			3,875
Deferred income taxes		386			385
Other long-term liabilities		356			387
Total liabilities		5,369			5,331
Commitments and contingencies
Redeemable Non-controlling interest		13			-
Stockholders' equity (deficit):
Common stock: ($0.01 par value;  400,000,000 shares authorized; 117,999,870 shares issued and 117,929,386 shares outstanding as of September 27, 2014; 115,895,927 shares issued and 115,825,443 shares outstanding as of September 28, 2013)		1			1
Additional paid-in capital		367			322
Non-controlling interest		3			3
Accumulated deficit		(442	)		(504	)
Accumulated other comprehensive loss		(43	)		(18	)
Total stockholders' equity (deficit)		(114	)		(196	)
Total liabilities and stockholders' equity (deficit)	$	5,268		$	5,135

See notes to consolidated financial statements.

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Berry Plastics Group, Inc.

Consolidated Statements of Income

(in millions of dollars, except per share data) 

	Fiscal years ended
	September 27, 2014			September 28, 2013			September 29, 2012
Net sales	$	4,958		$	4,647		$	4,766
Costs and expenses:
Cost of goods sold		4,190			3,835			3,984
Selling, general and administrative		320			307			317
Amortization of intangibles		102			105			109
Restructuring and impairment charges		30			14			31
Operating income		316			386			325
Debt extinguishment		35			64			-
Other income, net		(7	)		(7	)		(7	)
Interest expense, net		221			244			328
Income before income taxes		67			85			4
Income tax expense		4			28			2
Consolidated net income		63			57			2
Net income attributable to non-controlling interests		1			-			-
Net income attributable to the Company	$	62		$	57		$	2
Net income per share:
Basic (see footnote 14)	$	0.53		$	0.50		$	0.02
Diluted (see footnote 14)	$	0.51		$	0.48		$	0.02

Berry Plastics Group, Inc.

Consolidated Statements of Comprehensive Income

(in millions of dollars) 

Consolidated net income	$	63		$	57		$	2
Currency translation		(16	)		(5	)		6
Interest rate hedges		(3	)		20			4
Defined benefit pension and retiree health benefit plans		(11	)		34			(14	)
Provision for income taxes related to other comprehensive income items		5			(20	)		5
Comprehensive income		38			86			3
Comprehensive income attributable to non-controlling interests		1			-			-
Comprehensive income attributable to the Company	$	37		$	86		$	3

See notes to consolidated financial statements.

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Berry Plastics Group, Inc.

      Consolidated Statements of Changes in Stockholders' Equity (Deficit)   

(in millions of dollars)

	Common Stock		Additional Paid-in Capital			Notes Receivable-Common Stock			Non Controlling Interest		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total
Balance at October 1, 2011	$	1	$	142		$	(2	)	$	3	$	(48	)	$	(563	)	$	(467	)
Stock compensation expense		-		2			-			-		-			-			2
Interest rate hedge, net of tax		-		-			-			-		3			-			3
Fair value adjustment of redeemable stock		-		(13	)		-			-		-			-			(13	)
Net income attributable to the Company		-		-			-			-		-			2			2
Currency translation		-		-			-			-		6			-			6
Defined benefit pension and retiree health benefit plans, net of tax		-		-			-			-		(8	)		-			(8	)
Balance at September 29, 2012	$	1	$	131		$	(2	)	$	3	$	(47	)	$	(561	)	$	(475	)
Stock compensation expense		-		16			-			-		-			-			16
Repayment of note receivable		-		-			2			-		-			-			2
Proceeds from  issuance of common stock		-		27			-			-		-			-			27
Termination of redeemable shares		-		23			-			-		-			-			23
Proceeds from initial public offering		-		438			-			-		-			-			438
Obligation under tax receivable agreement		-		(313	)		-			-		-			-			(313	)
Interest rate hedge, net of tax		-		-			-			-		10			-			10
Net income attributable to the Company		-		-			-			-		-			57			57
Currency translation		-		-			-			-		(5	)		-			(5	)
Defined benefit pension and retiree health benefit plans, net of tax		-		-			-			-		21			-			21
Derivative amortization, net of tax		-		-			-			-		3			-			3
Balance at September 28, 2013	$	1	$	322		$	-		$	3	$	(18	)	$	(504	)	$	(196	)
Stock compensation expense		-		15			-			-		-			-			15
Proceeds from  issuance of common stock		-		17			-			-		-			-			17
Obligation under tax receivable agreement		-		13			-			-		-			-			13
Interest rate hedge, net of tax		-		-			-			-		(2	)		-			(2	)
Net income attributable to the Company		-		-			-			-		-			62			62
Currency translation		-		-			-			-		(16	)		-			(16	)
Defined benefit pension and retiree health benefit plans, net of tax		-		-			-			-		(7	)		-			(7	)
Balance at September 27, 2014	$	1	$	367		$	-		$	3	$	(43	)	$	(442	)	$	(114	)

See notes to consolidated financial statements.

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Berry Plastics Group, Inc. 

   Consolidated Statements of Cash Flows  

(in millions of dollars)  

	Fiscal years ended
	September 27, 2014			September 28, 2013			September 29, 2012
Cash Flows from Operating Activities:
Consolidated net income	$	63		$	57		$	2
Net income attributable to non-controlling interests		1			-			-
Net income attributable to the Company	$	62		$	57		$	2
Adjustments to reconcile net cash from operating activities:
Depreciation		256			236			246
Amortization of intangibles		102			105			109
Non-cash interest expense		7			14			24
Debt extinguishment		35			64			-
Settlement of interest rate hedge		-			16			-
Stock compensation expense		15			16			2
Deferred income tax		(4	)		22			1
Impairment of long-lived assets		7			6			20
Other non-cash  items		(3	)		(6	)		3
Changes in operating assets and liabilities:
Accounts receivable, net		5			3			95
Inventories		19			(43	)		37
Prepaid expenses and other assets		(1	)		15			(7	)
Accounts payable and other liabilities		30			(41	)		(53	)
Net cash from operating activities		530			464			479
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(215	)		(239	)		(230	)
Proceeds from sale of assets		19			18			30
Acquisitions of business, net of cash acquired		(226	)		(24	)		(55	)
Net cash from investing activities		(422	)		(245	)		(255	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		1,627			1,391			2
Repayment of long-term borrowings		(1,687	)		(1,978	)		(175	)
Proceeds from issuance of common stock		17			27			-
Purchases of common stock		-			-			(6	)
Payment of tax receivable agreement		(32	)		(5	)		-
Proceeds from initial public offering		-			438			-
Repayment of notes receivable		-			2			-
Debt financing costs		(44	)		(39	)		-
Net cash from financing activities		(119	)		(164	)		(179	)
Effect of currency translation on cash		(2	)		-			-
Net increase (decrease) in cash and cash equivalents		(13	)		55			45
Cash and cash equivalents at beginning of period		142			87			42
Cash and cash equivalents at end of period	$	129		$	142		$	87

See notes to consolidated financial statements.

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Berry Plastics Group, Inc.

Notes to Consolidated Financial Statements  

(in millions of dollars, except as otherwise noted)  

1.  Basis of Presentation and Summary of Significant Accounting Policies  

Background  

Berry Plastics Group, Inc. (“Berry” or the “Company”) is a leading provider of value-added plastic consumer packaging and engineered materials with a track record of delivering high-quality customized solutions to our customers.  Representative examples of our products include drink cups, thin-wall containers, bottles, specialty closures, prescription vials, specialty films, adhesives and corrosion protection materials.  We sell our solutions predominantly into consumer-oriented end-markets, such as food and beverage, healthcare and personal care.   

Basis of Presentation  

In October 2012, the Company completed an initial public offering.  The proceeds, net of transaction fees, of $438 million and cash from operations were used to repurchase $455 million of 11% Senior Subordinated Notes.  In connection with the initial public offering, the Company entered into an income tax receivable agreement that provides for the payment to pre-initial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of net operating losses of the Company and its subsidiaries attributable to periods prior to the initial public offering.

In February 2014, June 2014 and August 2014, certain funds affiliated with Apollo Global Management, LLC (“Apollo”) sold 9 million shares in a secondary public offering for proceeds of $205 million, 10 million shares in a secondary public offering for proceeds of $237 million and 14.7 million shares in a secondary public offering for proceeds of $360 million, respectively.  The Company received no proceeds and incurred fees of approximately $1 million related to these offerings.  Following these offerings, Apollo no longer had any equity ownership in the Company.

Periods presented in these financial statements include fiscal periods ending September 27, 2014 (“fiscal 2014”), September 28, 2013 (“fiscal 2013”), and September 29, 2012 (“fiscal 2012”).  Berry, through its wholly-owned subsidiaries operates in four primary segments:  Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging.  The Company’s customers are located principally throughout the United States, without significant concentration in any one region or with any one customer.  The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral.  The Company’s fiscal year is based on fifty-two week periods.  The Company has evaluated subsequent events through the date the financial statements were issued.    

The consolidated financial statements include the accounts of Berry and its subsidiaries, all of which includes our wholly owned and majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.  Where our ownership of consolidated subsidiaries is less than 100% the non-controlling interests are reflected in Non-controlling interest and Redeemable non-controlling interests.  

Revenue Recognition  

Revenue from the sales of products is recognized at the time title and risks and rewards of ownership pass to the customer, there is persuasive evidence of an arrangement, the sales price is fixed and determinable and collection is reasonably assured.  Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns and discounts to customers are accounted for as reductions in gross sales to arrive at net sales.  In accordance with the Revenue Recognition standards of the Accounting Standards Codification (“Codification” or “ASC”), the Company provides for these items as reductions of revenue at the later of the date of the sale or the date the incentive is offered.  These provisions are based on estimates derived from current program requirements and historical experience.   

Shipping, handling, purchasing, receiving, inspecting, warehousing, and other costs of distribution are presented in Cost of goods sold in the Consolidated Statements of Income.  The Company classifies amounts charged to its customers for shipping and handling in Net sales in the Consolidated Statements of Income.

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Purchases of Raw Materials and Concentration of Risk

The largest supplier of the Company’s total resin material requirements represented approximately 22% of purchases in fiscal 2014. The Company uses a variety of suppliers to meet its resin requirements.

Research and Development  

Research and development costs are expensed when incurred.  The Company incurred research and development expenditures of $32 million, $28 million, and $25 million in fiscal 2014, 2013, and 2012, respectively.  

Stock-Based Compensation  

The compensation guidance of the FASB requires that the compensation cost relating to share-based payment transactions be recognized in financial statements based on alternative fair value models.  The share-based compensation cost is measured based on the fair value of the equity or liability instruments issued.  The Company’s share-based compensation plan is more fully described in Note 12.  The Company recorded total stock compensation expense of $15 million, $16 million, and $2 million for fiscal 2014, 2013 and 2012, respectively.  

In August 2013, the Company  recorded an $8 million stock compensation charge related to certain modifications to the Berry Plastics Group Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (collectively, the "Plans"), and amended outstanding non-qualified stock option agreements to reflect such modifications.  The modifications, include (i) accelerated vesting of all unvested options upon an employee's death or permanent disability (ii) in the event of an employee's qualified retirement, continuation of the normal vesting period applicable to the retiree's unvested options, as well as an extension of the exercise period to the end of the original ten-year term of the retiree's vested options and (iii) all unvested options and stock appreciation rights that were subject to performance-based vesting criteria as of January 1, 2013 (excluding certain IRR performance-based options) were modified to time-based vesting.

The Company utilizes the Black-Scholes option valuation model for estimating the fair value of the stock options.  The model allows for the use of a range of assumptions.  Expected volatilities utilized in the Black-Scholes model are based on implied volatilities from traded stocks of peer companies. Similarly, the dividend yield is based on historical experience and the estimate of future dividend yields.  The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant.  The Company’s options have a ten year contractual life.  For purposes of the valuation model in fiscal 2014 and fiscal 2013, the Company used the simplified method for determining the granted options expected lives.  The fair value for options granted has been estimated at the date of grant using a Black-Scholes model, with the following weighted average assumptions:  

	Fiscal year
	2014			2013			2012
Risk-free interest rate		1.3	%		0.6	%		0.6 - 0.9	%
Dividend yield		0.0	%		0.0	%		0.0	%
Volatility factor		.33			.38			.38
Expected option life	7 years			7 years			5 years

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 income (loss) within stockholders’ equity.  Gains and losses resulting from foreign currency transactions, the amounts of which are not material in any period presented are included in the Consolidated Statements of Income.  

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.  

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Allowance for Doubtful Accounts

The Company’s accounts receivable and related allowance for doubtful accounts are analyzed in detail on a quarterly basis and all significant customers with delinquent balances are reviewed to determine future collectability. The determinations are based on legal issues (such as bankruptcy status), past history, current financial and credit agency reports, and the experience of the credit representatives. Reserves are established in the quarter in which the Company makes the determination that the account is deemed uncollectible. The Company maintains additional reserves based on its historical bad debt experience. The following table summarizes the activity for fiscal 2014, 2013 and 2012 for the allowance for doubtful accounts:

	2014		2013			2012
Allowance for doubtful accounts, beginning	$	3	$	3		$	4
Bad debt expense		-		1			1
Write-offs against allowance		-		(1	)		(2	)
Allowance for doubtful accounts, ending	$	3	$	3		$	3

Inventories  

Inventories are stated at the lower of cost or market 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. The cost of spare parts inventory is charged to manufacturing overhead expense when incurred.  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 as of fiscal 2014 and 2013 was:  

Inventories:	2014		2013
Finished goods	$	353	$	335
Raw materials		251		240
	$	604	$	575

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 25 years for buildings and improvements, two to 10 years for machinery, equipment, and tooling and over the term of the agreement for capital 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.  The Company capitalized interest of $6 million, $5 million, and $5 million in fiscal 2014, 2013, and 2012, respectively.  Property, plant and equipment as of fiscal 2014 and 2013 was:

Property, plant and equipment:	2014			2013
Land, buildings and improvements	$	363		$	302
Equipment and construction in progress		2,509			2,241
		2,872			2,543
Less accumulated depreciation		(1,508	)		(1,277	)
	$	1,364		$	1,266

Long-lived Assets  

Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment at the product line level in accordance with the Property, Plant and Equipment standard of the ASC 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.  Fair value is determined based upon discounted cash flows or appraisals as appropriate.  Long-lived assets that are held for sale are reported at the lower of the assets’ carrying amount or fair value less costs related to the assets’ disposition.  We recorded impairment charges totaling $7 million, $5 million, and $20 million to write-down long-lived assets to their net realizable valuables during fiscal years 2014, 2013, and 2012 respectively.  

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Goodwill  

The Company follows the principles provided by the Goodwill and Other Intangibles standard of the ASC. Goodwill is not amortized but rather tested annually for impairment. The Company performs their annual impairment test on the first day of the fourth quarter in each respective fiscal year.  The Company has recognized cumulative charges for goodwill impairment of $165 million which occurred in fiscal 2011.  For purposes of conducting our annual goodwill impairment test, the Company determined that we have six reporting units, Open Top, Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes.  Tapes and Engineered Films comprise the Engineered Materials operating segment.  Flexible Packaging and International comprise the Flexible Packaging segment.  Our International reporting unit’s goodwill primarily derived from the current year P&B and C&C acquisitions.  We determined that each of the components within our respective reporting units should be aggregated.  We reached this conclusion because within each of our reporting units, we have similar products, management oversight, production processes and markets served which allow us to share assets and resources across the product lines.  We regularly re-align our production equipment and manufacturing facilities in order to take advantage of cost savings opportunities, obtain synergies and create manufacturing efficiencies.  In addition, we utilize our research and development centers, design center, tool shops, and graphics center which all provide benefits to each of the reporting units and work on new products that can not only benefit one product line, but can benefit multiple product lines.  We also believe that the goodwill is recoverable from the overall operations of the unit given the similarity in production processes, synergies from leveraging the combined resources, common raw materials, common research and development, similar margins and similar distribution methodologies.  In fiscal 2014, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount.  Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated for the Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes reporting units.  Due to the decline in operating income in the Rigid Open Top reporting unit during fiscal 2014, we completed step 1 of the impairment test which indicated no impairment existed.  In fiscal 2013, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount.  Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated and we did not perform a two-step impairment test.   In fiscal 2012, we completed step 1 of the impairment test for all the reporting units and no impairment was indicated.

The changes in the carrying amount of goodwill by reportable segment are as follows:  

	Rigid Open Top		Rigid Closed Top			Engineered Materials			Flexible Packaging		Total
Balance as of fiscal 2012	$	681	$	832		$	73		$	40	$	1,626
Foreign currency translation adjustment		-		(1	)		1			-		-
Acquisitions(divestitures), net		-		-			(1	)		9		8
Balance as of fiscal 2013	$	681	$	831		$	73		$	49	$	1,634
Foreign currency translation adjustment		-		(2	)		(2	)		-		(4	)
Acquisitions (realignment), net		-		(2	)		-			31		29
Balance as of fiscal 2014	$	681	$	827		$	71		$	80	$	1,659

Deferred Financing Fees  

Deferred financing fees are being amortized to interest expense using the effective interest method over the lives of the respective debt agreements.  

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Intangible Assets

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 which range from 11 to 20 years. Trademarks that are expected to remain in use, which are indefinite lived intangible assets, are required to be reviewed for impairment annually. Technology intangibles are being amortized using the straight-line method over the estimated life of the technology which is 11 years. License intangibles are being amortized using the straight-line method over the life of the license which is 10 years. Patent intangibles are being amortized using the straight-line method over the shorter of the estimated life of the technology or the patent expiration date ranging from 10 to 20 years, with a weighted-average life of 15 years. The Company evaluates the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. We completed the annual impairment test of our indefinite lived tradenames and noted no impairment. The Company recorded a $5 million impairment charge related to the exit of certain operations in fiscal 2013.

	Customer Relationships			Trademarks			Other Intangibles			Accumulated Amortization			Total
Balance as of fiscal 2012	$	1,153		$	289		$	99		$	(584	)	$	957
Adjustment for income taxes		(7	)		(1	)		5			(2	)		(5	)
Foreign currency translation adjustment		-			-			2			-			2
Write-off of fully amortized intangibles		-			(5	)		(1	)		6			-
Amortization expense		-			-			-			(105	)		(105	)
Impairment of intangibles		(21	)		(1	)		-			17			(5	)
Acquisition intangibles		9			1			2			-			12
Balance as of fiscal 2013	$	1,134		$	283		$	107		$	(668	)	$	856
Adjustment for income taxes		(2	)		-			(1	)		-			(3	)
Foreign currency translation adjustment		(3	)		(1	)		(2	)		4			(2	)
Amortization expense		-			-			-			(102	)		(102	)
Acquisition intangibles		38			-			5			-			43
Balance as of fiscal 2014	$	1,167		$	282		$	109		$	(766	)	$	792

Insurable Liabilities  

The Company records liabilities for the self-insured portion of workers’ compensation, health, product, general and auto liabilities.  The determination of these liabilities and related expenses is dependent on claims experience.  For most of these liabilities, claims incurred but not yet reported are estimated based upon historical claims experience.  

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 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 United States.  

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Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss).  Other comprehensive losses include net unrealized gains or losses resulting from currency translations of foreign subsidiaries, changes in the value of our derivative instruments and adjustments to the pension liability.  

The accumulated balances related to each component of other comprehensive income (loss) were as follows (amounts below are net of taxes): 

	Currency Translation			Defined Benefit Pension and Retiree Health Benefit Plans			Interest Rate Hedges			Accumulated Other Comprehensive Loss
Balance as of fiscal 2011	$	(21	)	$	(21	)	$	(6	)	$	(48	)
Other comprehensive income (loss)		6			(14	)		4			(4	)
Tax expense (benefit)		-			6			(1	)		5
Balance as of fiscal 2012	$	(15	)	$	(29	)	$	(3	)	$	(47	)
Other comprehensive income (loss)		(5	)		34			20			49
Tax benefit		-			(13	)		(7	)		(20	)
Balance as of fiscal 2013	$	(20	)	$	(8	)	$	10		$	(18	)
Other comprehensive loss		(16	)		(11	)		(3	)		(30	)
Tax expense		-			4			1			5
Balance as of fiscal 2014	$	(36	)	$	(15	)	$	8		$	(43	)

Accrued Rebates  

The Company offers various rebates to customers based on purchases.  These rebate programs are individually negotiated with customers and contain a variety of different terms and conditions.  Certain rebates are calculated as flat percentages of purchases, while others included tiered volume incentives.  These rebates may be payable monthly, quarterly, or annually.  The calculation of the accrued rebate balance involves significant management estimates, especially where the terms of the rebate involve tiered volume levels that require estimates of expected annual sales.  These provisions are based on estimates derived from current program requirements and historical experience.  The accrual for customer rebates was $50 million and $55 million at the end of fiscal 2014 and 2013, respectively and is included in Accrued expenses and other current liabilities.    

Pension  

Pension benefit costs include assumptions for the discount rate, retirement age, and expected return on plan assets.  Retiree medical plan costs include assumptions for the discount rate, retirement age, and health-care-cost trend rates.  Periodically, the Company evaluates the discount rate and the expected return on plan assets in its defined benefit pension and retiree health benefit plans.  In evaluating these assumptions, the Company considers many factors, including an evaluation of the discount rates, expected return on plan assets and the health-care-cost trend rates of other companies; historical assumptions compared with actual results; an analysis of current market conditions and asset allocations; and the views of advisers.  

Net Income Per Share 

The Company calculates basic net income per share based on the weighted-average number of outstanding common shares.  The Company calculates diluted net income per share based on the weighted-average number of outstanding common shares plus the effect of dilutive securities.   

Use of Estimates  

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management 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 occur.  

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Recently Issued Accounting Pronouncements   

In May 2014, the Financial Accounting Standards Board issued a final standard on revenue recognition. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In order to do so, an entity would follow the five-step process for in-scope transactions: 1) identify the contract with a customer, 2) identify the separate performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the separate performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the provisions of the new standard are effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. An entity can apply the new revenue standard retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings.  The Company is currently assessing the impact to the consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11: Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”).   An entity is required to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date.  The guidance will eliminate the diversity in practice in the presentation of unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The adoption of ASU 2013-11 did not have an impact on the Company’s consolidated financial statements.

2. Acquisitions

Graphic Flexible Packaging LLC’s Flexible Plastics and Films

In September 2013, the Company acquired Graphic Flexible Packaging LLC’s flexible plastics and films business (“Graphic Plastics”) for a purchase price of $61 million, net of cash acquired.  Graphic Plastics is a producer of wraps, films, pouches, and bags for the food, medical, industrial, personal care, and pet food markets.  The Graphic Plastics business is operated in the Company’s Flexible Packaging segment.  To finance the purchase, the Company used existing liquidity.  The Graphic Plastics 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 estimated fair values at the acquisition date.  The acquired assets and assumed liabilities consisted of working capital of $8 million, property and equipment of $18 million, intangible assets of $25 million, goodwill of $14 million and other long-term liabilities of $4 million.  The Company expects goodwill to be deductible for tax purposes.

Qingdao P&B Co., Ltd

In January 2014, the Company acquired the controlling interest (75%) of Qingdao P&B Co., Ltd (“P&B”) for a purchase price of $35 million, net of cash acquired.  P&B utilizes thermoform, injection, and automated assembly manufacturing processes to produce products for multiple markets across China as well as globally, most predominately serving the food and personal care markets.  P&B is operated in the Flexible Packaging segment.  To finance the purchase, the Company used existing liquidity.  The P&B 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 estimated fair values at the acquisition date.  As part of the P&B acquisition, the non-controlling interest holder has a put option, and the Company has a call option on the remaining 25% interest in P&B that becomes effective three years from the date of purchase.  Upon execution of the put or call option, the purchase price for the remaining equity interest will be determined based on the fair value at the date of execution.  The non-controlling interest of P&B is recorded in Redeemable non-controlling interest and will be carried at fair value with adjustments in the fair value being recorded in Additional paid-in capital.  The acquired assets and assumed liabilities consisted of working capital of $9 million, property and equipment of $24 million, intangible assets of $11 million, goodwill of $10 million, other long-term liabilities of $4 million and Redeemable non-controlling interest of $13 million.  The Company has not finalized the tax allocation of this purchase price allocation as of fiscal 2014.

Rexam Healthcare Containers and Closures

In June 2014, the Company acquired Rexam’s Healthcare Containers and Closures business (“C&C”) for a purchase price of $130 million, net of cash acquired.  The C&C business produces bottles, closures and specialty products for pharmaceutical and over-the-counter applications.  Facilities located in the United States are operated in the Rigid Closed Top segment, and locations outside the United States are operated in the Flexible Packaging segment.  To finance the purchase, the Company used existing liquidity.  

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The C&C 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 estimated fair values at the acquisition date.  The acquired assets and assumed liabilities consisted of working capital of $32 million, property and equipment of $84 million, non-current deferred tax benefit of $4 million, intangible assets of $7 million, goodwill of $6 million and other long-term liabilities of $3 million.  The Company has not finalized the purchase price allocation to the fair values of fixed assets, intangibles, deferred income taxes and is reviewing the working capital acquired as of fiscal 2014.  The Company expects domestic goodwill to be deductible for tax purposes.

3.  Long-Term Debt   

Term Loan Refinancing

In January 2014, the Company entered into an incremental assumption agreement to increase the commitments under the Company’s existing term loan credit agreement by $1.125 billion.  The Company borrowed loans in an aggregate principal amount equal to the full amount of the commitments on such date. The incremental term loan bears interest at LIBOR plus 2.75% per annum with a LIBOR floor of 1.00%, matures in January 2021 and is subject to customary amortization. The proceeds from the incremental term loan, in addition to existing liquidity, were used to satisfy the outstanding term loan facility that was to mature in April 2015.  The Company recognized a $2 million loss on extinguishment of debt related to this refinancing.

5½% Second Priority Senior Secured Notes

In May 2014, the Company issued $500 million of 5½% second priority senior secured notes due 2022.  Interest on the 5½% second priority senior secured notes is due semi-annually on May 15 and November 15.  Proceeds from the issuance, in addition to existing liquidity, were used to satisfy and discharge all of the outstanding 9½% second priority senior secured notes.  The Company recognized a $33 million loss on extinguishment of debt related to this debt issuance.

Senior Unsecured Term Loan

In June 2014, the Company used existing liquidity to satisfy the Company’s outstanding senior unsecured term loan.  The net cash impact of the discharge was $18 million as BP Parallel LLC, a non-guarantor subsidiary, had purchased assignments of approximately 98% of the total outstanding senior unsecured term loan in prior years.

Long-term debt consists of the following as of fiscal year-end 2014 and 2013:

	Maturity Date	2014			2013
Term loan	February 2020		1,383			1,397
Term loan	January 2021		1,122			1,125
Revolving line of credit	June 2016		-			-
9¾% Second Priority Notes	January 2021		800			800
51/2% Second Priority Notes	May 2022		500			-
Retired debt			-			518
Debt discount, net			(20	)		(8	)
Capital leases and other	Various		133			114
			3,918			3,946
Less current portion of long-term debt			(58	)		(71	)
		$	3,860		$	3,875

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Berry Plastics Corporation Senior Secured Credit Facility 

Our wholly owned subsidiary Berry Plastics Corporation’s senior secured credit facilities consist of $2.5 billion of term loans and a $650 million asset-based revolving line of credit (“Credit Facility”).  In January 2014, the Company entered into an incremental assumption agreement to increase the commitments under the existing term loan credit agreement by $1.125 billion.  The Company borrowed loans in an aggregate principal amount equal to the full amount of the commitments on such date.  The proceeds from the incremental term loan, in addition to existing liquidity, were used to satisfy the outstanding term loan facility that was to mature in April 2015.  The Company recognized a $2 million loss on extinguishment of debt and recorded $9 million of debt discount related to this debt refinancing.  The $1.1 billion of the term loan matures in January 2021, $1.4 billion of the term loan matures in February 2020 and the revolving line of credit matures in June 2016, subject to certain conditions.  The availability under the revolving line of credit is the lesser of $650 million or a defined borrowing base which is calculated based on available accounts receivable and inventory.

The borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, as determined at the Company’s option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Credit Suisse, Cayman Islands Branch, as administrative agent, in the case of the term loan facility or Bank of America, N.A., as administrative agent, in the case of the revolving credit facility and (2) the U.S. federal funds rate plus 1/2 of 1% or (b) LIBOR determined by reference to the costs of funds for eurodollar deposits in dollars in the London interbank market for the interest period relevant to such borrowing Bank Compliance for certain additional costs.  The applicable margin for LIBOR rate borrowings under the revolving credit facility range from 1.75% to 2.25%, term loan maturing in January 2021 is 2.75% annum with a LIBOR floor of 1.00% and the term loan maturing in February 2020 is 2.50% per annum with a LIBOR floor of 1.00%.

In addition to paying interest on outstanding principal under the senior secured credit facilities, the Company is required to pay a commitment fee to the lenders under the revolving credit facilities in respect of the unutilized commitments thereunder at a rate equal to 0.375% to 0.50% per annum depending on the average daily available unused borrowing capacity. The Company also pays a customary letter of credit fee, including a fronting fee of 0.125% per annum of the stated amount of each outstanding letter of credit, and customary agency fees.   

The term loan facility requires minimum quarterly principal payments of $6 million, with the remaining amount payable upon maturity.  The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to eurodollar loans.  The senior secured credit facilities contain various restrictive covenants that, among other things and subject to specified exceptions, prohibit the Company from prepaying other indebtedness, and restrict its ability to incur indebtedness or liens, make investments or declare or pay any dividends.  All obligations under the senior secured credit facilities are unconditionally guaranteed by the Company and, subject to certain exceptions, each of the Company’s existing and future direct and indirect domestic subsidiaries. The guarantees of those obligations are secured by substantially all of the Company’s assets as well as those of each domestic subsidiary guarantor.  

We are obligated to sustain a minimum fixed charge coverage ratio of 1.0 to 1.0 under the revolving credit facility (tested quarterly) at any time when the aggregate unused capacity under the revolving credit facility is less than 10% of the lesser of the revolving credit facility commitments and the borrowing base (and for 10 business days following the date upon which availability exceeds such threshold) or during the continuation of an event of default.  Our fixed charge coverage ratio, as defined in the revolving credit facility, is calculated based on a numerator consisting of adjusted EBITDA less pro forma adjustments, income taxes paid in cash and capital expenditures, and a denominator consisting of scheduled principal payments in respect of indebtedness for borrowed money, interest expense and certain distributions.    At the end of fiscal 2014, the Company had unused borrowing capacity of $570 million under the revolving credit facility and thus was not subject to the minimum fixed charge coverage ratio covenant.  Our fixed charge ratio was 2.42 to 1.0 at the end of fiscal 2014.    

Despite not having financial maintenance covenants, our debt agreements contain certain negative covenants.  The failure to comply with these negative covenants could restrict our ability to incur additional indebtedness, effect acquisitions, enter into certain significant business combinations, make distributions or redeem indebtedness.  The term loan facility contains a negative covenant first lien secured leverage ratio covenant of 4.0 to 1.0 on a pro forma basis for a proposed transaction, such as an acquisition or incurrence of additional first lien debt.  Our first lien secured leverage ratio was 3.0 to 1.0 at the end of fiscal 2014.  

Future maturities of long-term debt as of fiscal year-end 2014 are as follows:

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Fiscal Year	Maturities
2015	$	58
2016		49
2017		42
2018		42
2019		40
Thereafter		3,707
	$	3,938

Interest paid was $214 million, $245 million, and $288 million in fiscal 2014, 2013, and 2012, respectively.

4. Financial Instruments and Fair Value Measurements  

As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Company’s floating-rate borrowings.  For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.  To the extent hedging relationships are found to be effective, as determined by FASB guidance, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item are recorded to Accumulated other comprehensive loss. Management believes hedge effectiveness is evaluated properly in preparation of the financial statements.

Cash Flow Hedging Strategy

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.  

In November 2010, the Company entered into two separate interest rate swap transactions to manage cash flow variability associated with $1 billion of the outstanding variable rate term loan debt (the “2010 Swaps”).  The first agreement had a notional amount of $500 million and became effective in November 2010.  The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 0.8925% and expired in November 2013.  The second agreement had a notional amount of $500 million and became effective in December 2010.  The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 1.0235% and expired in November 2013.  In August 2011, the Company began utilizing 1-month LIBOR contracts for the underlying senior secured credit facility.  The Company’s change in interest rate selection caused the Company to lose hedge accounting on both of the interest rate swaps.  The Company recorded changes in fair value in the Consolidated Statement of Income and amortized the previously recorded unrealized losses of $1 million to Interest expense through the end of the respective swap agreements.  

In February 2013, the Company entered into an interest rate swap transaction to protect $1 billion of outstanding variable rate term loan debt from future interest rate volatility. The agreement swapped the greater of a three-month variable LIBOR contract or 1.00% for a fixed three-year rate of 2.355%, with an effective date in May 2016 and expiration in May 2019. In June 2013, the Company elected to settle this derivative instrument and received $16 million as a result of this settlement.  The offset is included in Accumulated other comprehensive loss and Deferred income taxes and will be amortized to Interest expense from May 2016 through May 2019, the original term of the swap agreement.

In March 2014, the Company entered into an interest rate swap transaction to manage cash flow variability associated with $1 billion of outstanding variable rate term loan debt (the "2014 Swap"). The agreement swaps the greater of a three-month variable LIBOR contract or 1.00% for a fixed three-year rate of 2.59%, with an effective date in February 2016 and expiration in February 2019.  The Company records changes in fair value in Accumulated other comprehensive income.

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	Liability Derivatives
	Balance Sheet Location	2014		2013
Interest rate swaps – 2014 Swaps	Other long-term liabilities	$	3	$	-
Interest rate swaps – 2010 Swaps	Other long-term liabilities	$	-	$	1

The effect of the derivative instruments on the Consolidated Statement of Income are as follows:  

	Statement of Income Location	2014		2013
Interest rate swaps – 2010 Swaps	Other expense (income)	$	-	$	(6	)
	Interest expense	$	-	$	4

The Fair Value Measurements and Disclosures section of the ASC defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value.  This section also establishes a three-level hierarchy (Level 1, 2, or 3) for fair value measurements based upon the observability of inputs to the valuation of an asset or liability as of the measurement date.  This section also requires the consideration of the counterparty’s or the Company’s nonperformance risk when assessing fair value.    

The Company’s interest rate swap fair values were determined using Level 2 inputs as other significant observable inputs were not available.    

The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate swap agreements and capital lease obligations.  The fair value of our long-term indebtedness exceeded book value by $86 million and $164 million as of fiscal 2014 and fiscal 2013, respectively.  The Company’s long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.    

 Non-recurring Fair Value Measurements 

The Company has certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 1 and Note 10.  The assets are adjusted to fair value only when the carrying values exceed the fair values.  The categorization of the framework used to price the assets is considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 1 and 10 for additional discussion).   

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis along with the impairment loss recognized on the fair value measurement for the year then ended.

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	As of the end of fiscal 2014
	Level 1		Level 2		Level 3
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,659		1,659		-
Definite lived intangibles		-		-		585		585		-
Property, plant, and equipment		-		-		1,364		1,364		7
Total	$	-	$	-	$	3,815	$	3,815	$	7

	As of the end of fiscal 2013
	Level 1		Level 2		Level 3
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,634		1,634		-
Definite lived intangibles		-		-		649		649		5
Property, plant, and equipment		-		-		1,266		1,266		-
Total	$	-	$	-	$	3,756	$	3,756	$	5

	As of the end of fiscal 2012
	Level 1		Level 2		Level 3
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	220	$	220	$	-
Goodwill		-		-		1,626		1,626		-
Definite lived intangibles		-		-		737		737		17
Property, plant, and equipment		-		-		1,216		1,216		3
Total	$	-	$	-	$	3,799	$	3,799	$	20

Valuation of Goodwill and Indefinite Lived Intangible Assets 

ASC Topic 350 requires the Company to test goodwill for impairment at least annually.  The Company conducts the impairment test on the first day of the fourth fiscal quarter, unless indications of impairment exist during an interim period.  When assessing its goodwill for impairment, the Company utilizes a discounted cash flow analysis in combination with a comparable company market approach to determine the fair value of their reporting units and corroborate the fair values.  The Company utilizes a relief from royalty method to value their indefinite lived trademarks and uses the forecasts that are consistent with those used in the reporting unit analysis.  The Company has six reporting units more fully discussed in Note 1.  In fiscal 2014, fiscal 2013 and fiscal 2012 the Company determined no impairment existed.  The Company did not recognize any impairment charges on the indefinitive lived intangible assets in any of the years presented.

-23-

Valuation of Property, Plant and Equipment and Definite Lived Intangible Assets 

The Company periodically realigns their manufacturing operations which results in facilities being closed and shut down and equipment transferred to other facilities or equipment being scrapped or sold.  The Company utilizes appraised values to corroborate the fair value of the facilities and has utilized a scrap value based on prior facility shut downs to estimate the fair value of the equipment, which has approximated the actual value that was received.  When impairment indicators exist, the Company will also perform an undiscounted cash flow analysis to determine the recoverability of the Company’s long-lived assets.  The Company incurred an impairment charge of $7 million related to property, plant and equipment in fiscal 2014.  The Company did not incur an impairment charge related to property, plant and equipment in fiscal 2013.  The Company wrote-down their property, plant, and equipment with a carrying value of $1,219 million to its fair value of $1,216 million, which resulted in an impairment charge of $3 million during fiscal 2012.  The Company did not incur an impairment charge on definite long-lived assets in fiscal 2014. The Company did recognize an impairment charge of $5 million on definite long-lived assets related to the decision to exit certain businesses during fiscal 2013.

5.  Goodwill, Intangible Assets and Deferred Costs  

The following table sets forth the gross carrying amount and accumulated amortization of the Company’s goodwill, intangible assets and deferred costs as of the fiscal year-end 2014 and 2013:  

	2014			2013			Amortization Period
Deferred financing fees	$	28		$	48		Respective debt
Accumulated amortization		(8	)		(18	)
Deferred financing fees, net		20			30
Goodwill		1,659			1,634		Indefinite lived
Customer relationships		1,167			1,134		11 – 20 years
Trademarks (indefinite lived)		207			207		Indefinite lived
Trademarks (definite lived)		75			76		8-15 years
Other intangibles		109			107		10-20 years
Accumulated amortization		(766	)		(668	)
Intangible assets, net		792			856
Total goodwill, intangible assets and deferred costs	$	2,471		$	2,520

Future amortization expense for definite lived intangibles as of fiscal 2014 for the next five fiscal years is $93 million, $85 million, $74 million, $56 million and $51 million each year for fiscal years ending 2015, 2016, 2017, 2018, and 2019, respectively.

6.  Lease and Other Commitments and Contingencies  

The Company leases certain property, plant and equipment under long-term lease agreements.  Property, plant, and equipment under capital leases are reflected on the Company’s balance sheet as owned.  The Company entered into new capital lease obligations totaling $45 million, $49 million, and $7 million during fiscal 2014, 2013, and 2012, respectively, with various lease expiration dates through 2021.  The Company records amortization of capital leases in Cost of goods sold in the Consolidated Statement of Income.  Assets under operating leases are not recorded on the Company’s balance sheet.  Operating leases expire at various dates in the future with certain leases containing renewal options.  The Company had minimum lease payments or contingent rentals of $24 million and $16 million and asset retirement obligations of $7 million and $6 million as of fiscal 2014 and 2013, respectively.  Total rental expense from operating leases was $54 million, $53 million, and $56 million in fiscal 2014, 2013, and 2012, respectively.  

Future minimum lease payments for capital leases and non-cancellable operating leases with initial terms in excess of one year as of fiscal year-end 2014, are as follows:

-24-

	Capital Leases			Operating Leases
2015	$	34		$	46
2016		27			43
2017		19			39
2018		18			33
2019		16			27
Thereafter		31			143
		145		$	331
Less:  amount representing interest		(16	)
Present value of net minimum lease payments	$	129

In September 2012, the Company entered into a sale-leaseback transaction pursuant to which it sold its warehouse facility located in Lawrence, Kansas.  The Company received net proceeds of $20 million and resulted in the Company realizing a deferred gain of $1 million which will be offset against the future lease payments over the life of the lease.   

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 financial position, results of operations or cash flows.  The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.    

At the end of fiscal 2014, the Company employed over 16,000 employees.  Approximately 11% of our employees are covered by collective bargaining agreements.  One of our eleven agreements, covering approximately 30 employees, was scheduled for renegotiation in October 2014 and was recently extended for three years.  There are an additional five agreements, representing approximately 60% of the remaining employees, due for renegotiation in fiscal 2015.  The remaining agreements expire after fiscal 2015.  Our relations with employees under collective bargaining agreements remain satisfactory and there have been no significant work stoppages or other labor disputes during the past three years. 

7.  Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities  

The following table sets forth the totals included in Accrued expenses and other current liabilities as of fiscal year-end 2014 and 2013.  

	2014		2013
Employee compensation, payroll and other taxes	$	99	$	86
Interest		44		45
Rebates		50		55
Restructuring		13		4
Tax receivable agreement obligation		39		32
Other		69		54
	$	314	$	276

The following table sets forth the totals included in Other long-term liabilities as of fiscal year-end 2014 and 2013.  

	2014		2013
Lease retirement obligation	$	31	$	22
Sale-lease back deferred gain		30		32
Pension liability		45		43
Tax receivable agreement obligation		234		277
Other		16		13
	$	356	$	387

-25-

8.  Income Taxes   

The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided U.S. Federal, State and foreign income taxes.  

Significant components of income tax expense for the fiscal years ended 2014, 2013 and 2012 are as follows:  

	2014			2013			2012
Current
United States
Federal	$	-			-		$	(3	)
State		5			2			-
Non-U.S.		3			4			4
Current income tax provision		8			6			1
Deferred:
United States
Federal		3			26			3
State		(5	)		(3	)		(1	)
Non-U.S.		(2	)		(1	)		(1	)
Deferred income tax expense (benefit)		(4	)		22			1
Expense for income taxes	$	4		$	28		$	2

U.S. income from continuing operations before income taxes was $58 million, $77 million, and $2 million for fiscal 2014, 2013, and 2012, respectively.  Non-U.S. income from continuing operations before income taxes was $9 million, $8 million, and $2 million for fiscal 2014, 2013, and 2012, respectively.   

The reconciliation between U.S. Federal income taxes at the statutory rate and the Company’s benefit for income taxes on continuing operations for fiscal 2014, 2013, and 2012 are as follows:  

	2014			2013			2012
U.S. Federal income tax expense at the statutory rate	$	23		$	29		$	1
Adjustments to reconcile to the income tax provision:
U.S. State income tax expense, net of valuation allowance		5			(1	)		(1	)
Research and development credits		(20	)		-			-
Permanent differences		(2	)		-			1
Changes in foreign valuation allowance		1			1			1
Rate differences between U.S. and foreign		(1	)		(2	)		1
APB 23		(1	)		-			-
Other		(1	)		1			(1	)
Expense for income taxes	$	4		$	28		$	2

-26-

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 2014 and 2013 are as follows:  

	2014			2013
Deferred tax assets:
Allowance for doubtful accounts	$	3		$	3
Deferred gain on sale-leaseback		13			14
Accrued liabilities and reserves		58			34
Inventories		10			9
Net operating loss carryforward		248			343
Alternative minimum tax (AMT) credit carryforward		9			9
Research and development credit carryforward		22			-
Federal and state tax credits		13			14
Other		9			7
Total deferred tax assets		385			433
Valuation allowance		(56	)		(59	)
Total deferred tax assets, net of valuation allowance		329			374
Deferred tax liabilities:
Property, plant and equipment		157			187
Intangible assets		279			300
Debt extinguishment		107			132
Other		6			1
Total deferred tax liabilities		549			620
Net deferred tax liability	$	(220	)	$	(246	)

In the United States the Company had $601 million of federal net operating loss carryforwards as of fiscal 2014, which will be available to offset future taxable income.  As of fiscal year-end 2014, the Company had state and foreign net operating loss carryforwards of $803 million and $106 million, respectively, which will be available to offset future taxable income.  If not used, the federal net operating loss carryforwards will expire in future years beginning 2025 through 2031.  AMT credit carryforwards totaling $9 million are available to the Company indefinitely to reduce future years’ federal income taxes.  The state net operating loss carryforwards will expire in future years beginning in 2015 through 2033.  The Company has $18 million and $4 million of federal and state Research and Development tax credits, respectively, that will expire in future years beginning 2027 through 2034.

In connection with the initial public offering, the Company entered into an income tax receivable agreement that provides for the payment to pre-initial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of our and our subsidiaries’ net operating losses attributable to periods prior to the initial public offering.  Based on the Company's assumptions using various items, including valuation analysis and current tax law, the Company recorded an obligation of $313 million which was recognized as a reduction of Paid-in capital on the Consolidated Balance Sheets.  The Company made payments of $32 million and $5 million in fiscal 2014 and 2013, respectively.   The balance at the end of fiscal 2014 was $273 million.

The Company believes that it will not generate sufficient future taxable income to realize the tax benefits in certain foreign jurisdictions related to the deferred tax assets.  The Company also has certain state net operating losses that may expire before they are fully utilized.  Therefore, the Company has provided a full valuation allowance against certain of its foreign deferred tax assets and a valuation allowance against certain of its state deferred tax assets included within the deferred tax assets.  

-27-

Prior changes in ownership have created limitations under Sec. 382 of the Internal Revenue Code on annual usage of net operating loss carryforwards.  However, all of the Company’s Federal net operating loss carryforwards should be available for use within the next five years.  As part of the effective tax rate calculation, if we determine that a deferred tax asset arising from temporary differences is not likely to be utilized, we will establish a valuation allowance against that asset to record it at its expected realizable value.  The Company has not provided a valuation allowance on its federal net operating loss carryforwards in the United States because it has determined that future reversals of its temporary taxable differences will occur in the same periods and are of the same nature as the temporary differences giving rise to the deferred tax assets.  Our valuation allowance against deferred tax assets was $56 million and $59 million as of fiscal year-end 2014 and 2013, respectively, related to the foreign and U.S. state operations.  The Company paid cash taxes of $7 million, $3 million and $2 million in fiscal 2014, 2013, and 2012, respectively.  

Uncertain Tax Positions   

We adopted the provisions of the Income Taxes standard of the Codification. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with guidance provide by FASB and prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. Our policy to include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes did not change.

The following table summarizes the activity related to our gross unrecognized tax benefits from year-end fiscal 2013 to year-end fiscal 2014:  

	2014			2013
Beginning unrecognized tax benefits	$	14		$	8
Gross increases – tax positions in prior periods		2			6
Gross increases – current period tax positions		1			1
Settlements		(2	)		(1	)
Lapse of statute of limitations		(1	)		-
Ending unrecognized tax benefits	$	14		$	14

The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was $8 million and $7 million for fiscal year-end 2014 and 2013.  

As of fiscal year-end 2014, we had $2 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.  

We and our subsidiaries are routinely examined by various taxing authorities. Although we file U.S. federal, U.S. state, and foreign tax returns, our major tax jurisdiction is the U.S. The IRS has completed an examination of our 2003, 2010 and 2011 tax years. Our 2004 – 2009, 2012 and 2013 tax years remain subject to examination by the IRS.  There are various other on-going audits in various other jurisdictions that are not material to our financial statements.   

As of the end of fiscal 2014, we had unremitted earnings from foreign subsidiaries including earnings that have been or are intended to be permanently reinvested for continued use in foreign operations, accordingly, no provision for U.S. federal or state income taxes has been provided thereon.  If distributed, those earnings would result in additional income tax expense at approximately the U.S. statutory rate.  Determination of the amount of unrecognized deferred US income tax liability is not practicable due to the complexities associated with its hypothetical calculation.    

9.  Retirement Plan  

The Company maintains three defined benefit pension plans which cover certain manufacturing facilities.  The Company also maintains a retiree health plan, which covers certain healthcare and life insurance benefits for certain retired employees and their spouses.  Each of the three defined benefit plans and the retiree health plan are frozen plans.  The Company uses fiscal year-end as a measurement date for the retirement plans.    

 The Company sponsors two defined contribution 401(k) retirement plans covering substantially all employees.  Contributions are based upon a fixed dollar amount for employees who participate and percentages of employee contributions at specified thresholds.  Contribution expense for these plans was $8 million, $7 million, and $7 million for fiscal 2014, 2013, and 2012, respectively.  

-28-

The projected benefit obligations of the Company’s plans presented herein are equal to the accumulated benefit obligations of such plans.  The tables below exclude the obligations related to the foreign plans, which carry immaterial balances.  The net amount of liability recognized is included in Other long-term liabilities on the Consolidated Balance Sheets.  

	Defined Benefit Pension Plans						Retiree Health Plan
	2014			2013			2014			2013
Change in Projected Benefit Obligations (PBO)
PBO at beginning of period	$	178		$	207		$	2		$	3
Service cost		-			-			-			-
Interest cost		8			7			-			-
Actuarial loss (gain)		15			(27	)		-			-
Benefits paid		(9	)		(9	)		-			(1	)
PBO at end of period	$	192		$	178		$	2		$	2
Change in Fair Value of Plan Assets
Plan assets at beginning of period	$	141		$	129		$	-		$	-
Actual return on plan assets		15			14			-			-
Company contributions		7			7			-			-
Benefits paid		(9	)		(9	)		-			-
Plan assets at end of period		154			141			-			-
Net amount recognized	$	(38	)	$	(37	)	$	(2	)	$	(2	)

At the end of fiscal 2014 the Company had $30 million of net unrealized losses recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets.  The Company expects $2 million to be realized in fiscal 2015.  

The following table presents significant weighted-average assumptions used to determine benefit obligation and benefit cost for the fiscal years ended:   

	Defined Benefit Pension Plans		Retiree Health Plan
(Percents)	2014	2013	2014	2013
Weighted-average assumptions:
Discount rate for benefit obligation	4.0	4.5	2.9	3.1
Discount rate for net benefit cost	4.5	3.6	3.1	2.4
Expected return on plan assets for net benefit costs	8.0	8.0	N/A	N/A

In evaluating the expected return on plan assets, Berry considered its historical assumptions compared with actual results, an analysis of current market conditions, asset allocations, and the views of advisors.  The return on plan assets is derived from target allocations and historical yield by asset type.  Health-care-cost trend rates were assumed to increase at an annual rate of 7.0%.  A one-percentage-point change in these assumed health care cost trend rates would not have a material impact on our postretirement benefit obligation.  

In accordance with the guidance from the FASB for employers’ disclosure about postretirement benefit plan assets the table below discloses fair values of each pension plan asset category and level within the fair value hierarchy in which it falls. There were no material changes or transfers between level 3 assets and the other levels.  

-29-

Fiscal 2014 Asset Category	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	7	$	-	$	-	$	7
U.S. large cap comingled equity funds		-		47		-		47
U.S. mid cap equity mutual funds		27		-		-		27
U.S. small cap equity mutual funds		6		-		-		6
International equity mutual funds		10		-		-		10
Real estate equity investment funds		3		-		-		3
Corporate bond mutual funds		28		-		-		28
Corporate bonds		-		15		-		15
Guaranteed investment account		-		-		11		11
Total	$	81	$	62	$	11	$	154

Fiscal 2013 Asset Category	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	5	$	-	$	-	$	5
U.S. large cap comingled equity funds		-		46		-		46
U.S. mid cap equity mutual funds		15		-		-		15
U.S. small cap equity mutual funds		8		-		-		8
International equity mutual funds		12		-		-		12
Real estate equity investment funds		4		-		-		4
Corporate bond mutual funds		33		-		-		33
Corporate bonds		-		8		-		8
Guaranteed investment account		-		-		10		10
Total	$	77	$	54	$	10	$	141

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the fiscal years ending as follows:    

	Defined Benefit Pension Plans		Retiree Health Plan
2015	$	10	$	-
2016		10		-
2017		10		-
2018		10		-
2019		10		-
2020-2024		55		1

Net pension and retiree health benefit expense included the following components as of fiscal 2014, 2013 and 2012:  

	2014			2013			2012
Defined Benefit Pension Plans
Service cost	$	-		$	-		$	-
Interest cost		8			7			8
Amortization		-			3			2
Expected return on plan assets		(11	)		(10	)		(8	)
Net periodic benefit cost	$	(3	)	$	-		$	2

-30-

Our defined benefit pension plan asset allocations as of fiscal year-end 2014 and 2013 are as follows:   

	2014			2013
Asset Category
Equity securities and equity-like instruments		60	%		60	%
Debt securities and debt-like		28			29
Other		12			11
Total		100	%		100	%

The Company’s retirement plan assets are invested with the objective of providing the plans the ability to fund current and future benefit payment requirements while minimizing annual Company contributions.  The retirement plans held $14 million of the Company's stock at the end of fiscal 2014.  The Company re-addresses the allocation of its investments on a regular basis.

10.  Restructuring and Impairment Charges  

The Company announced various restructuring plans in the last three fiscal years which included shutting down facilities in all four of the Company’s operating segments.  

During fiscal 2012, the Company announced the intention to shut down three facilities one each in Rigid Closed Top, Engineered Materials and Flexible Packaging divisions.  The affected Rigid Closed Top, Engineered Materials, and Flexible Packaging businesses accounted for approximately $14 million, $71 million, and $24 million of annual net sales, with the majority of the operations transferred to other facilities.  During the first fiscal quarter the Company made the decision to exit certain operations in the Engineered Materials division.  This decision resulted in non-cash impairment charges of $17 million related to certain customer lists deemed to have no further value and is recorded in Restructuring and impairment charges on the Consolidated Statement of Income.  The exited operations were immaterial to the Company and Engineered Materials segment. 

During fiscal 2013, the Company made the decision to exit certain operations in the Engineered Materials division.  This decision resulted in a non-cash impairment charges of $6 million related to certain intangible assets deemed to have no further value recorded in Restructuring and impairment charges on the Consolidated Statement of Income.  The exited businesses were immaterial to the Company and the Engineered Materials segment.

During fiscal 2014, the Company initiated a cost reduction plan designed to deliver meaningful cost savings and improved equipment utilization.  The Company announced the intention to shut down four facilities, one each in Rigid Open Top, Rigid Closed Top, Engineered Materials and Flexible Packaging divisions.  The affected Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging businesses accounted for approximately $111 million, $14 million, $9 million, and $28 million of annual net sales, with the majority of the operations transferred to other facilities.

The table below sets forth the Company’s estimate of the total cost of the restructuring programs since 2012, the portion recognized through fiscal year-end 2014 and the portion expected to be recognized in a future period:  

	Expected Total Costs		Cumulative charges through Fiscal 2014		To be Recognized in Future
Severance and termination benefits	$	21	$	21	$	-
Facility exit costs		24		21		3
Asset impairment		33		33		-
Total	$	78	$	75	$	3

The tables below sets forth the significant components of the restructuring charges recognized for the fiscal years ended 2014 2013 and 2012, by segment:  

-31-

	Fiscal Year
	2014		2013		2012
Rigid Open Top
Severance & termination benefits	$	2	$	1	$	-
Facility exit costs and other		8		-		-
Asset impairment		3		-		-
Total	$	13	$	1	$	-
Rigid Closed Top
Severance & termination benefits	$	-	$	2	$	3
Facility exit costs and other		2		1		2
Asset impairment		-		-		4
Total	$	2	$	3	$	9
Engineered Materials
Severance & termination benefits	$	2	$	2	$	4
Facility exit costs and other		1		1		2
Asset impairment		4		6		16
Total	$	7	$	9	$	22
Flexible Packaging
Severance & termination benefits	$	5	$	-	$	-
Facility exit costs and other		3		1		-
Asset impairment		-		-		-
Total	$	8	$	1	$	-
Consolidated
Severance & termination benefits	$	9	$	5	$	7
Facility exit costs and other		14		3		4
Asset impairment		7		6		20
Total	$	30	$	14	$	31

The table below sets forth the activity with respect to the restructuring accrual as of fiscal 2014 and 2013:  

	Employee Severance and Benefits			Facility Exit Costs			Non-cash charges			Total
Balance as of fiscal 2012	$	4		$	3		$	-		$	7
Charges		5			3			6			14
Non-cash asset impairment		-			-			(6	)		(6	)
Cash payments		(7	)		(4	)		-			(11	)
Balance as of fiscal 2013		2			2			-			4
Charges		9			14			7			30
Non-cash asset impairment		-			-			(7	)		(7	)
Cash payments		(6	)		(8	)		-			(14	)
Balance as of fiscal 2014	$	5		$	8		$	-		$	13

-32-

11.  Related Party Transactions  

Management Fee  

Prior to the initial public offering, the Company was charged a management fee by affiliates of Apollo and Graham Partners, Inc. (“Graham”) for the provision of management consulting and advisory services provided throughout the year.  The management fee was the greater of $3 million or 1.25% of adjusted EBITDA.  The management fees are classified in Selling, general, and administrative in the Statement of Income.  The management services agreement with Apollo and Graham terminated upon completion of the initial public offering.       

Total management fees charged by Apollo and Graham were $9 million in fiscal 2012.  The Company paid $8 million to entities affiliated with Apollo and $1 million to entities affiliated with Graham for fiscal 2012.  In connection with the Rexam SBC acquisition, Berry management and the sponsors received a transaction fee of $5 million in fiscal 2012. 

Other Related Party Transactions  

In connection with the term loan refinancing entered into in January 2014 (see Note 6), the Company paid a $1 million underwriting fee to Apollo Global Securities, LLC, an affiliate of Apollo that served as a manager of the offering.

In connection with the initial public offering, the Company entered into an income tax receivable agreement ("TRA") that provides for the payment to pre-initial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of our and our subsidiaries’ net operating losses attributable to periods prior to the initial public offering.  The Company made $32 million of payments related to the tax receivable agreement in the first fiscal quarter of 2014, of which Apollo received $28 million.

12.  Stockholders’ Equity  

Equity Incentive Plans   

In connection with Apollo’s acquisition of the Company, we adopted an equity incentive plan pursuant to which options to acquire up to 7,071,337 shares of the Company’s common stock may be granted.  Prior to fiscal 2011, the plan was amended to allow for an additional 5,267,500 options to be granted.

In connection with the initial public offering, the Company adopted the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan, which authorized the issuance of up to 9,297,750 shares of common stock pursuant to the grant or exercise of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards.

In August 2013, the Company  recorded an $8 million stock compensation charge related to certain modifications to the Berry Plastics Group Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (collectively, the "Plans").  The modifications include (i) accelerated vesting of all unvested options upon an employee's death or termination by the Company by reason of an employee’s permanent disability, (ii) in the event of an employee's qualified retirement, continuation of the normal vesting period applicable to the retiree's unvested options, as well as an extension of the exercise period to the end of the original ten-year term of the retiree's vested options and (iii) all unvested options and stock appreciation rights that were subject to performance-based vesting criteria as of January 1, 2013 (excluding certain IRR performance-based options) were modified to time-based vesting.

The Company recognized total stock-based compensation expense of $15 million, $16 million, and $2 million for fiscal 2014, 2013 and 2012.  The intrinsic value of options exercised in fiscal 2014 was $32 million.

Information related to the equity incentive plans as of the fiscal year-end 2014 and 2013 is as follows:  

	2014					2013
	Number Of Shares (in thousands)			Weighted Average Exercise Price		Number Of Shares (in thousands)			Weighted Average Exercise Price
Options outstanding, beginning of period		10,035		$	9.96		10,741		$	7.76
Options granted		2,727			21.02		2,819			16.01
Options exercised		(2,137	)		8.19		(3,333	)		7.97
Options forfeited or cancelled		(121	)		15.20		(192	)		10.14
Options outstanding, end of period		10,504		$	13.13		10,035		$	9.96
Option price range at end of period	$	3.04-22.95				$	3.04-17.59
Options exercisable at end of period		5,098					5,182
Options available for grant at period end		5,349					8,076
Weighted average fair value of options granted during period	$	7.53				$	6.15

-33-

The fair value for options granted has been estimated at the date of grant using a Black-Scholes model, generally with the following weighted average assumptions:  

	2014			2013			2012
Risk-free interest rate		1.3	%		.6	%		.6 - .9	%
Dividend yield		0.00	%		0.00	%		0.00	%
Volatility factor		.33			.38			0.38
Expected option life	7 years			7 years			5 years

The following table summarizes information about the options outstanding as of fiscal 2014:  

Range of Exercise Prices	Number Outstanding	Intrinsic Value of Outstanding	Weighted Remaining Contractual Life		Weighted Exercise Price	Number Exercisable	Intrinsic Value of Exercisable	Unrecognized Compensation	Weighted Recognition Period
$3.04 - $22.95	10,504	$122		7 years	$13.13	5,098	$81	$20	2 years

13.  Segment and Geographic Data  

Berry’s operations are organized into four reportable segments: Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging.  The Company has manufacturing and distribution centers in the United States, Canada, Mexico, Belgium, France, Australia, Germany, Brazil, Malaysia, India, China, and the Netherlands.  The North American operation represents 96% of the Company’s net sales, 94% of total long-lived assets, and 95% of the total assets.  Selected information by reportable segment is presented in the following table. 

	2014		2013		2012
Net sales
Rigid Open Top	$	1,110	$	1,127	$	1,229
Rigid Closed Top		1,469		1,387		1,438
Engineered Materials		1,455		1,397		1,362
Flexible Packaging		924		736		737
Total	$	4,958	$	4,647	$	4,766
Operating income
Rigid Open Top	$	34	$	123	$	159
Rigid Closed Top		132		130		95
Engineered Materials		125		116		70
Flexible Packaging		25		17		1
Total	$	316	$	386	$	325
Depreciation and amortization
Rigid Open Top	$	92	$	90	$	90
Rigid Closed Top		133		129		135
Engineered Materials		75		71		71
Flexible Packaging		58		51		59
Total	$	358	$	341	$	355

-34-

Total assets	2014		2013
Rigid Open Top	$	1,808	$	1,805
Rigid Closed Top		1,966		1,964
Engineered Materials		722		817
Flexible Packaging		772		549
	$	5,268	$	5,135

Goodwill	2014		2013
Rigid Open Top	$	681	$	681
Rigid Closed Top		827		831
Engineered Materials		71		73
Flexible Packaging		80		49
	$	1,659	$	1,634

14. Net Income Per Share 

Basic net income per share 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.  Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method.  For purposes of this calculation, stock options are considered to be common stock equivalents and are only included in the calculation of diluted net income per share when their effect is dilutive.  The Company’s redeemable common stock is included in the weighted-average number of common shares outstanding for calculating basic and diluted net income per share. 

The following tables and discussion provide a reconciliation of the numerator and denominator of the basic and diluted net income per share computations.  The calculation below provides net income on both basic and diluted basis for fiscal 2014, 2013, and 2012 (in thousands). 

	2014		2013		2012
Net income attributable to the Company	$	62	$	57	$	2
Weighted average shares of common stock outstanding--basic		116,875		113,486		83,435
Other common stock equivalents		4,646		5,968		3,209
Weighted average shares of common stock outstanding--diluted		121,521		119,454		86,644
Basic net income per share available to common shareholders	$	0.53	$	0.50	$	0.02
Diluted net income per share available to common shareholders	$	0.51	$	0.48	$	0.02

15.  Guarantor and Non-Guarantor Financial Information  

Berry Plastics Corporation (“Issuer”) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by substantially all of Berry’s domestic subsidiaries.  Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by the parent company and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis.  A guarantee of a guarantor of the securities will terminate upon the following customary circumstances:  the sale of the capital stock of such guarantor if such sale complies with the indenture, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture, as a result of the holders of certain other indebtedness foreclosing on a pledge of the shares of a guarantor subsidiary or if such guarantor no longer guarantees certain other indebtedness of the issuer.  The guarantees are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and guarantees guaranteeing subordinated debt are subordinated to certain other of the Company’s debts.  Presented below is condensed consolidating financial information for the parent, issuer, guarantor subsidiaries and non-guarantor subsidiaries.  Our issuer and guarantor financial information includes all of our domestic operating subsidiaries, our non-guarantor subsidiaries include our foreign subsidiaries and BP Parallel, LLC.  BP Parallel, LLC is the entity that we established to buyback debt securities of Berry Plastics Group, Inc. and Berry Plastics Corporation.  Berry Plastics Group, Inc. uses the equity method to account for its ownership in Berry Plastics Corporation in the Condensed Consolidating Supplemental Financial Statements.  Berry Plastics Corporation uses the equity method to account for its ownership in the guarantor and non-guarantor subsidiaries.  All consolidating entries are included in the eliminations column along with the elimination of intercompany balances.

-35-

Condensed Supplemental Consolidated Statements of Operations

	Fiscal 2014
	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net sales	$	-		$	638		$	3,904		$	416		$	-		$	4,958
Cost of goods sold		-			557			3,284			349			-			4,190
Selling, general and administrative		-			52			232			36			-			320
Amortization of intangibles		-			10			84			8			-			102
Restructuring and impairment charges		-			-			30			-			-			30
Operating income		-			19			274			23			-			316
Debt extinguishment		-			35			-			-			-			35
Other income, net		(3	)		-			(4	)		-			-			(7	)
Interest expense, net		34			27			176			(97	)		81			221
Equity in net income of subsidiaries		(98	)		(218	)		-			-			316			-
Income (loss) before income taxes		67			175			102			120			(397	)		67
Income tax expense (benefit)		4			44			-			5			(49	)		4
Consolidated net income (loss)		63			131			102			115			(348	)		63
Net income(loss) attributable to non-controlling interests		1			-			-			-			-			1
Net income(loss) attributable to the Company	$	62		$	131		$	102		$	115		$	(348	)	$	62
Currency translation		-			-			-			(16	)		-			(16	)
Interest rate hedges		-			(3	)		-			-			-			(3	)
Defined benefit pension and retiree benefit plans		-			(11	)		-			-			-			(11	)
Provision for income taxes related to other comprehensive income items		-			5			-			-			-			5
Comprehensive  income (loss)	$	62		$	122		$	102		$	99		$	(348	)	$	37

	Fiscal 2013
	Parent			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Total
Net sales	$	-		$	571		$	3,706	$	370		$	-		$	4,647
Cost of sales		-			506			3,021		308			-			3,835
Selling, general and administrative		-			58			314		40			-			412
Restructuring and impairment charges		-			1			13		-			-			14
Operating income		-			6			358		22			-			386
Other income		-			56			1		-			-			57
Interest expense, net		47			24			201		(120	)		92			244
Equity in net income of subsidiaries		(132	)		(297	)		-		-			429			-
Net income (loss) before income taxes		85			223			156		142			(521	)		85
Income tax expense (benefit)		28			80			-		2			(82	)		28
Net income (loss)	$	57		$	143		$	156	$	140		$	(439	)	$	57
Currency translation		-			-			-		(5	)		-			(5	)
Interest rate hedges		-			20			-		-			-			20
Defined benefit pension and retiree benefit plans		-			34			-		-			-			34
Provision for income taxes related to other comprehensive income items		-			(20	)		-		-			-			(20	)
Comprehensive  income (loss)	$	57		$	177		$	156	$	135		$	(439	)	$	86

-36-

	Fiscal 2012
	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net sales	$	-		$	579		$	3,829		$	358		$	-		$	4,766
Cost of sales		-			520			3,151			313			-			3,984
Selling, general and administrative expenses		-			62			329			35			-			426
Restructuring and impairment charges, net		-			1			29			1			-			31
Operating income (loss)		-			(4	)		320			9			-			325
Other income		-			(7	)		-			-			-			(7	)
Interest expense, net		54			39			261			(110	)		84			328
Equity in net income of subsidiaries		(58	)		(173	)		-			-			231			-
Net income (loss) before income taxes		4			137			59			119			(315	)		4
Income tax expense (benefit)		2			46			1			3			(50	)		2
Net income (loss)	$	2		$	91		$	58		$	116		$	(265	)	$	2
Currency translation		-			-			-			6			-			6
Interest rate hedges		-			4			-			-			-			4
Defined benefit pension and retiree benefit plans		-			-			(14	)		-			-			(14	)
Provision for income taxes related to other comprehensive income items		-			(1	)		6			-			-			5
Comprehensive  income (loss)	$	2		$	94		$	50		$	122		$	(265	)	$	3

	Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2014
Assets	Parent		Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
Current assets:
Cash and cash equivalents	$	-	$	70	$	15	$	44	$	-		$	129
Accounts receivable, net		-		35		377		79		-			491
Intercompany receivable		-		3,343		-		87		(3,430	)		-
Inventories		-		51		496		57		-			604
Deferred income taxes		166		-		-		-		-			166
Prepaid expenses and other current		-		15		13		14		-			42
Total current assets		166		3,514		901		281		(3,430	)		1,432
Property, plant and equipment, net		-		84		1,162		118		-			1,364

Intangible assets, net		-		120		2,226		125		-			2,471
Inestment in subsidiaries		69		1,237		-		-		(1,306	)		-
Other assets		-		-		1		-		-			1
Total assets	$	235	$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268

-37-

Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	31	$	303	$	61	$	-		$	395
Accrued expenses and other current liabilities		35			127		132		20		-			314
Intercompany payable		(319	)		-		3,749		-		(3,430	)		-
Current portion of long-term debt		-			54		-		4		-			58
Total current liabilities		(284	)		212		4,184		85		(3,430	)		767
Long-term debt, less current portion		-			3,858		-		2		-			3,860
Deferred income taxes		386			-		-		-		-			386
Other long-term liabilities		234			76		42		4		-			356
Total long-term liabilities		620			3,934		42		6		-			4,602
Total liabilities		336			4,146		4,226		91		(3,430	)		5,369
Redeemable non-controlling interests		13			-		-		-					13
Other equity (deficit)		(114	)		809		64		433		(1,306	)		(114	)
Total equity (deficit)		(114	)		809		64		433		(1,306	)		(114	)
Total liabilities and equity (deficit)	$	235		$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268

	Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2013
	Parent			Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	-		$	116	$	-		$	26	$	-		$	142
Accounts receivable, net of allowance		-			5		371			73		-			449
Intercompany receivable		348			3,448		-			40		(3,836	)		-
Inventories		-			53		482			40		-			575
Deferred income taxes		139			-		-			-		-			139
Prepaid expenses and other current		-			12		11			19		(10	)		32
Total current assets		487			3,634		864			198		(3,846	)		1,337
Property, plant and equipment, net		-			115		1,079			72		-			1,266
Intangible assets, net		8			139		2,275			106		(8	)		2,520
Investment in subsidiaries		760			905		-			-		(1,665	)		-
Other assets		-			10		2			631		(631	)		12
Total assets	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135
Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	9	$	262		$	66	$	-		$	337
Accrued and other current liabilities		41			119		112			15		(11	)		276
Intercompany payable		-			-		3,837			-		(3,837	)		-
Long-term debt-current portion		-			69		-			2		-			71
Total current liabilities		41			197		4,211			83		(3,848	)		684
Long-term debt		740			3,855		-			2		(722	)		3,875
Deferred tax liabilities		385			-		-			-		-			385
Other long-term liabilities		285			64		44			4		(10	)		387
Total long-term liabilities		1,410			3,919		44			6		(732	)		4,647
Total liabilities		1,451			4,116		4,255			89		(4,580	)		5,331
Redeemable shares		-			-		-			-					-
Other equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total liabilities and equity (deficit)	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135

-38-

Condensed Supplemental Consolidated Statements of Cash Flows

	Fiscal 2014
	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	27		$	473		$	30		$	-		$	530
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(6	)		(200	)		(9	)		-			(215	)
Proceeds from sale of assets		-			-			19			-			-			19
Investment in Parent		-			-			-			-			-			--
(Contributions) distributions to/from subsidiaries		723			(2	)		-			721			(1,442	)		-
Intercompany advances (repayments)		-			20			-			-			(20	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business, net of cash acquired		-			-			(136	)		(90	)		-			(226	)
Net cash from investing activities		723			12			(317	)		622			(1,462	)		(422	)
Cash Flow from Financing Activities
Proceeds from long-term borrowings		-			1,627			-			-			-			1,627
Proceeds from initial public offering		-			-			-			-			-			-
Payment of tax receivable agreement		(32	)		-			-			-			-			(32	)
Proceed from issuance of common stock		17			-			-			-			-			17
Repayment of note receivable		-			-			-			-			-			-
Repayment of long-term borrowings		(740	)		(1,668	)		-			-			721			(1,687	)
Changes in intercompany balances		32			-			(141	)		89			20			-
Contribution from Parent		-			-			-			(721	)		721			-
Debt financing costs		-			(44	)		-			-			-			(44	)
Net cash from financing activities		(723	)		(85	)		(141	)		(632	)		1,462			(119	)
Effect of currency translation on cash		-			-			-			(2	)		-			(2	)
Net change in cash and cash equivalents		-			(46	)		15			18			-			(13	)
Cash and cash equivalents at beginning of period		-			116			-			26			-			142
Cash and cash equivalents at end of period	$	-		$	70		$	15		$	44		$	-		$	129

-39-

	Fiscal 2013
		Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities		$	-		$	11		$	417		$	36		$	-		$	464
Cash Flow from Investing Activities
Additions to  property, plant, and equipment			-			(7	)		(218	)		(14	)		-			(239	)
Proceeds from disposal of assets			-			1			17			-			-			18
Investment in Parent			-			-			-			(21	)		21			--
(Contributions) distributions to/from subsidiaries			(462	)		441			-			-			21			-
Intercompany advances (repayments)			-			210			-			-			(210	)		-
Investment in Issuer debt securities			-			-			-			-			-			-
Acquisition of business net of cash acquired			-			-			(24	)		-			-			(24	)
Net cash from investing activities			(462	)		645			(225	)		(35	)		(168	)		(245	)
Cash Flow from Financing Activities
Proceeds from long-term debt			-			1,391			-			-			-			1,391
IPO proceeds			438			-			-			-			-			438
Payment of TRA			(5	)		(5	)		-			-			5			(5	)
Proceed from issuance of common stock			27			-			-			-			-			27
Repayment of note receivable			2			2			-			-			(2	)		2
Repayment of long-term debt			-			(1,955	)		-			(2	)		(21	)		(1,978	)
Changes in intercompany balances			-			-			(192	)		(15	)		207			-
Contribution from Parent			-			-			-			21			(21	)		-
Deferred financing costs			-			(39	)		-			-			-			(39	)
Net cash from financing activities			462			(606	)		(192	)		4			168			(164	)
Net change in cash and cash equivalents			-			50			-			5			-			55
Cash and cash equivalents at beginning of period			-			66			-			21			-			87
Cash and cash equivalents at end of period		$	-		$	116		$	-		$	26		$	-		$	142

-40-

	Fiscal 2012
		Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities		$	-		$	(22	)	$	504		$	(3	)	$	-		$	479
Cash Flow from Investing Activities
Additions to  property, plant, and equipment			-			(9	)		(209	)		(12	)		-			(230	)
Proceeds from disposal of assets			-			-			30			-			-			30
Investment in Parent			-			-			-			(4	)		4			--
(Contributions) distributions to/from subsidiaries			16			(20	)		-			-			4			-
Intercompany advances (repayments)			-			258			-			-			(258	)		-
Investment in Issuer debt securities			-			-			-			-			-			-
Acquisition of business net of cash acquired			-			-			7			(62	)		-			(55	)
Net cash from  investing activities			16			229			(172	)		(78	)		(250	)		(255	)
Cash Flow from Financing Activities
Proceeds from long-term debt			-			-			-			2			-			2
Equity contributions			-			(6	)		-			-			-			(6	)
Repayment of long-term debt			(16	)		(155	)		-			-			(4	)		(175	)
Changes in intercompany balances			-			-			(337	)		79			258			-
Contribution from Parent			-			-			-			4			(4	)		-
Deferred financing costs			-			-			-			-			-			-
Net cash from financing activities			(16	)		(161	)		(337	)		85			250			(179	)
Net change in cash and cash equivalents			-			46			(5	)		4			-			45
Cash and cash equivalents at beginning of period			-			20			5			17			-			42
Cash and cash equivalents at end of period		$	-		$	66		$	-		$	21		$	-		$	87

16. Quarterly Financial Data (Unaudited)

The following table contains selected unaudited quarterly financial data for fiscal years 2014 and 2013.

	2014								2013
	First		Second		Third		Fourth		First			Second		Third		Fourth
Net sales	$	1,140	$	1,210	$	1,298	$	1,310	$	1,072		$	1,150	$	1,221	$	1,204
Cost of sales		964		1,023		1,089		1,114		895			936		998		1,006
Gross profit		176		187		209		196		177			214		223		198
Net income (loss) attributable to the Company	$	6	$	12	$	15	$	29	$	(10	)	$	1	$	40	$	26

Net income (loss) attributable to the Company per share:
Basic	0.05	0.10	0.13	0.25	(0.09	)	0.01	0.35	0.23
Diluted	0.05	0.10	0.12	0.24	(0.09	)	0.01	0.33	0.22

17.  Subsequent Events 

In the first fiscal quarter of 2015, the Company made a voluntary principal payment on the term loan of $100 million.

-41-

SIGNATURES  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of February, 2015.  

BERRY PLASTICS GROUP, INC.
By:	/s/ Jonathan D. Rich
	Jonathan D. Rich
	Chairman and Chief Executive Officer

Exhibit No.

23.1	Consent of Independent Registered Public Accounting Firm
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer

-42-

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)   Registration Statement (Form S-3ASR No. 333-194030) of Berry Plastics Group, Inc., and

(2)   Registration Statement (Form S-8 No. 333-184522) pertaining to the Berry Plastics Group, Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan;

of our reports dated November 24, 2014, with respect to the consolidated financial statements of Berry Plastics Group, Inc. and the effectiveness of internal control over financial reporting of Berry Plastics Group, Inc. included in this Annual Report (Form 10-K/A) of Berry Plastics Group, Inc. for the year ended September 27, 2014.

/s/ Ernst and Young LLP

Indianapolis, Indiana

February 2, 2015

EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Jonathan D. Rich, Chairman and Chief Executive Officer of Berry Plastics Group, Inc., certify that:

1.           I have reviewed this annual report on Form 10-K of Berry Plastics Group, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ Jonathan D. Rich
	Jonathan D. Rich Chairman and Chief Executive Officer
Date:  February 2, 2015

EX-31.2

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Mark W. Miles, Chief Financial Officer of Berry Plastics Group, Inc., certify that:

1.           I have reviewed this annual report on Form 10-K of Berry Plastics Group, Inc. (the “Registrant”);

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ Mark W. Miles
	Mark W. Miles
Date:  February 2, 2015	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the annual report of Berry Plastics Group, Inc. (the “Registrant”) on Form 10-K for the fiscal year ended September 27, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan D. Rich, Chairman and Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Jonathan D. Rich

Jonathan D. Rich

Chairman and Chief Executive Officer

Date:  February 2, 2015

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the annual report of Berry Plastics Group, Inc. (the “Registrant”) on Form 10-K for the fiscal year ended September 27, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark W. Miles, the Chief Financial Officer and Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Mark W. Miles

Mark W. Miles

Chief Financial Officer

Date: February 2, 2015

XML

Quarterly Financial Data (Tables)

12 Months Ended

Sep. 27, 2014

Quarterly Financial Data [Abstract]

Schedule Of Quarterly Financial Data

		2014								2013
		First		Second		Third		Fourth		First			Second		Third		Fourth
Net sales	$	1,140	$	1,210	$	1,298	$	1,310	$	1,072		$	1,150	$	1,221	$	1,204
Cost of sales		964		1,023		1,089		1,114		895			936		998		1,006
Gross profit		176		187		209		196		177			214		223		198
Net income (loss)
attributable to the Company	$	6	$	12	$	15	$	29	$	(10	)	$	1	$	40	$	26
Net income (loss)
attributable to the Company
per share:
Basic		0.05		0.10		0.13		0.25		(0.09	)		0.01		0.35		0.23
Diluted		0.05		0.10		0.12		0.24		(0.09	)		0.01		0.33		0.22

XML

Financial Instruments And Fair Value Measurements (Schedule Of Derivatives Not Designated As Hedging, By Statement Of Operations Location) (Details) (Not Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 28, 2013
Other Expense (Income) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
2010 Swaps	$ (6)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
2010 Swaps	$ 4

XML

Acquisitions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Sep. 30, 2013	Jan. 31, 2014	Jun. 30, 2014
Business Acquisition [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	100.00%
Payments to Acquire Businesses, Net of Cash Acquired	$ 226	$ 24	$ 55
Goodwill	1,659	1,634	1,626
Other long-term liabilities	356	387
Deferred Tax Liabilities, Noncurrent	386	385
Graphic Flexible Packaging LLC's Flexible Plastics and Films [Member]
Business Acquisition [Line Items]
Purchase price, net of cash acquired				61
Working capital				8
Property, Plant and Equipment				18
Intangible asset				25
Goodwill				14
Other long-term liabilities				4
Qingdao P&B Co., Ltd [Member]
Business Acquisition [Line Items]
Percentage of capital stock acquired					75.00%
Stockholders' Equity Attributable to Noncontrolling Interest					13
Purchase price, net of cash acquired					35
Property, Plant and Equipment					24
Intangible asset					11
Goodwill					10
Other long-term liabilities					4
Redeemable and non-controlling interest					13
Call option on the remaining interest					25.00%
Acquired assets and assumed liabilities					9
Rexam Healthcare Containers and Closures [Member]
Business Acquisition [Line Items]
Aggregate purchase price						130
Working capital						32
Property, Plant and Equipment						84
Intangible asset						7
Goodwill						6
Other long-term liabilities						3
Deferred Tax Liabilities, Noncurrent						$ 4

XML

Retirement Plan (Schedule Of Plan Asset Fair Values) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Cash And Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		$ 5
U.S. Large Cap Comingled Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		46
U.S. Mid Cap Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		15
U.S. Small Cap Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		8
International Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		12
Real Estate Equity Investment Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		4
Corporate Bond Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		33
Corporate Bond [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		8
Guaranteed Investment Account [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		10
Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	81
Level 1 [Member] | Cash And Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7	5
Level 1 [Member] | U.S. Mid Cap Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	27	15
Level 1 [Member] | U.S. Small Cap Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	6	8
Level 1 [Member] | International Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	10	12
Level 1 [Member] | Real Estate Equity Investment Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3	4
Level 1 [Member] | Corporate Bond Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	28	33
Level 1 [Member] | Other Asset Categories [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	14
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	62
Level 2 [Member] | U.S. Large Cap Comingled Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	47	46
Level 2 [Member] | Corporate Bond [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	15	8
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	11
Level 3 [Member] | Guaranteed Investment Account [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 11	$ 10

XML

Financial Instruments And Fair Value Measurements (Valuation Of Property, Plant and Equipment And Definite Lived Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived trademarks	$ 207	$ 207	$ 220
Goodwill	1,659	1,634	1,626
Definite lived intangible assets	585	649	737
Property, plant, and equipment	1,364	1,266	1,216
Total	3,815	3,756	3,799
Goodwill, Impairment Loss				165
Definite lived intangible assets, Impairment Loss		5	17
Property, plant, and equipment, Impairment loss	7		3
Fair value asset impairment charges	7	5	20
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived trademarks
Goodwill
Definite lived intangible assets
Property, plant, and equipment
Total
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived trademarks
Goodwill
Definite lived intangible assets
Property, plant, and equipment
Total
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived trademarks	207	207	220
Goodwill	1,659	1,634	1,626
Definite lived intangible assets	585	649	737
Property, plant, and equipment	1,364	1,266	1,216
Total	$ 3,815	$ 3,756	$ 3,799

XML

Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Related Party Transaction [Line Items]
Potential management fee	$ 3
Potential management fee as a percentage of EBITDA	1.25%
Transaction fee received		1
Payment to acquire assignments		32
Apollo And Graham [Member]
Related Party Transaction [Line Items]
Management fee	9		9
Entities Affiliated With Apollo [Member]
Related Party Transaction [Line Items]
Management fee		8	6
Payment to acquire assignments		28
Entities Affiliated With Graham [Member]
Related Party Transaction [Line Items]
Management fee		1	1
Berry Management and Sponsors [Member]
Related Party Transaction [Line Items]
Transaction fee received		$ 5

XML

Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Intangible Assets [Line Items]
Intangible assets, net, beginning balance	$ 856	$ 957
Finite intangible assets, accumulated amortization, beginning balance	(668)
Adjustment for income taxes	(3)	(5)
Foreign currency translation adjustment	(2)	2
Amortization expense	(102)	(105)	(109)
Acquisition intangibles	43
Impairment of intangibles, finite		(5)	(17)
Finite intangible assets, ending balance	792
Intangible assets, net, ending balance	792	856	957
Finite intangible assets, accumulated amortization, ending balance	(766)	(668)
Accumulated Amortization [Member]
Intangible Assets [Line Items]
Finite intangible assets, beginning balance	(668)	(584)
Adjustment for income taxes		(2)
Foreign currency translation adjustment	4
Write-off of fully amortized intangibles		6
Amortization expense	(102)	(105)
Impairment of intangibles, finite		17
Finite intangible assets, ending balance	(766)	(668)
Customer Relationships [Member]
Intangible Assets [Line Items]
Finite intangible assets, beginning balance	1,134	1,153
Adjustment for income taxes	(2)	(7)
Foreign currency translation adjustment	(3)
Acquisition intangibles	38
Impairment of intangibles, finite		(21)
Finite intangible assets, ending balance	1,167	1,134
Trademarks [Member]
Intangible Assets [Line Items]
Finite intangible assets, beginning balance	283	289
Adjustment for income taxes		(1)
Foreign currency translation adjustment	(1)
Write-off of fully amortized intangibles		(5)
Impairment of intangibles, finite		(1)
Finite intangible assets, ending balance	282	283
Other Intangible Assets [Member]
Intangible Assets [Line Items]
Finite intangible assets, beginning balance	107	99
Adjustment for income taxes	(1)	5
Foreign currency translation adjustment	(2)	2
Write-off of fully amortized intangibles		(1)
Acquisition intangibles	5
Finite intangible assets, ending balance	$ 109	$ 107

XML

Retirement Plan (Tables)

12 Months Ended

Sep. 27, 2014

Retirement Plan [Abstract]

Schedule Of Projected Benefit Obligations And Change In Fair Value Of Plan Assets

		Defined Benefit Pension Plans						Retiree Health Plan
		2014			2013			2014			2013
Change in Projected Benefit Obligations (PBO)
PBO at beginning of period	$	178		$	207		$	2		$	3
Service cost		-			-			-			-
Interest cost		8			7			-			-
Actuarial loss (gain)		15			(27	)		-			-
Benefits paid		(9	)		(9	)		-			(1	)
PBO at end of period	$	192		$	178		$	2		$	2
Change in Fair Value of Plan Assets
Plan assets at beginning of period	$	141		$	129		$	-		$	-
Actual return on plan assets		15			14			-			-
Company contributions		7			7			-			-
Benefits paid		(9	)		(9	)		-			-
Plan assets at end of period		154			141			-			-
Net amount recognized	$	(38	)	$	(37	)	$	(2	)	$	(2	)

Weighted Average Assumptions Used To Determine Benefit Obligation And Benefit Cost

	Defined Benefit Pension Plans		Retiree Health Plan
(Percents)	2014	2013	2014	2013
Weighted-average assumptions:
Discount rate for benefit obligation	4.0	4.5	2.9	3.1
Discount rate for net benefit cost	4.5	3.6	3.1	2.4
Expected return on plan assets for net benefit costs	8.0	8.0	N/A	N/A

Schedule Of Plan Asset Fair Values

	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	7	$	-	$	-	$	7
U.S. large cap comingled equity funds		-		47		-		47
U.S. mid cap equity mutual funds		27		-		-		27
U.S. small cap equity mutual funds		6		-		-		6
International equity mutual funds		10		-		-		10
Real estate equity investment funds		3		-		-		3
Corporate bond mutual funds		28		-		-		28
Corporate bonds		-		15		-		15
Guaranteed investment account		-		-		11		11
Other (Individual stock)		14		-		-		14
Total	$	81	$	62	$	11	$	154

Fiscal 2013 Asset Category		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	5	$	-	$	-	$	5
U.S. large cap comingled equity funds		-		46		-		46
U.S. mid cap equity mutual funds		15		-		-		15
U.S. small cap equity mutual funds		8		-		-		8
International equity mutual funds		12		-		-		12
Real estate equity investment funds		4		-		-		4
Corporate bond mutual funds		33		-		-		33
Corporate bonds		-		8		-		8
Guaranteed investment account		-		-		10		10
Other		-		-		-		-
Total	$	77	$	54	$	10	$	141

Schedule Of Expected Benefit Payments

		Defined Benefit
		Pension Plans		Retiree Health Plan
2015	$	10	$	-
2016		10		-
2017		10		-
2018		10		-
2019		10		-
2020-2024		55		1

Schedule Of Net Pension And Retiree Health Benefit Expense

		2014			2013			2012
Defined Benefit Pension Plans
Service cost	$	-		$	-		$	-
Interest cost		8			7			8
Amortization		-			3			2
Expected return on plan		(11	)		(10	)		(8	)
Net periodic benefit cost	$	(3	)	$	-		$	2

Schedule Of Defined Benefit Pension Plan Asset Allocations

	2014		2013
Asset Category
Equity securities and equity-like	60	%	60	%
Debt securities and debt-like	28		29
Other	12		11
Total	100	%	100	%

XML

Stockholders Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	12 Months Ended
	Aug. 31, 2013	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011	Oct. 02, 2006
Stockholders Equity [Abstract]
Shares authorized for grant			9,297,750			7,071,337
Additional shares authorized for grant					5,267,500
Stock based compensation expense	$ 8	$ 15	$ 16	$ 2
Options exercised or cash settled amount		$ (32)

XML

Retirement Plan (Schedule Of Defined Benefit Pension Plan Asset Allocations) (Details)	Sep. 27, 2014	Sep. 28, 2013
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plan asset allocation	100.00%	100.00%
Equity Securities And Equity-Like Instruments [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plan asset allocation	60.00%	60.00%
Debt securities and debt-like [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plan asset allocation	28.00%	29.00%
Other Asset Categories [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plan asset allocation	12.00%	11.00%

XML

Guarantor And Non-Guarantor Financial Information (Condensed Supplemental Consolidated Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011
Condensed Consolidating Financial Information [Line Items]
Cash and cash equivalents	$ 129	$ 142	$ 87	$ 42
Accounts receivable, net of allowance	491	449
Inventories	604	575
Deferred income taxes	166	139
Prepaid expenses and other current	42	32
Total current assets	1,432	1,337
Net property, plant and equipment	1,364	1,266
Intangible assets, net	2,471	2,520
Other assets	1	12
Total assets	5,268	5,135
Accounts payable	395	337
Accrued and other current liabilities	314	276
Current portion of long-term debt	58	71
Current liabilities	767	684
Long-term debt	3,860	3,875
Deferred tax liabilities	386	385
Other long-term liabilities	356	387
Liabilities, Noncurrent, Total	4,602	4,647
Total liabilities	5,369	5,331
Redeemable and non-controlling interest	13
Other equity	(114)	(196)
Equity (deficit)	(114)	(196)	(475)	(467)
Total liabilities and stockholders' equity (deficit)	5,268	5,135
Parent Company [Member]
Condensed Consolidating Financial Information [Line Items]
Intercompany receivable		348
Deferred income taxes	166	139
Total current assets	166	487
Intangible assets, net		8
Investment in Subsidiaries	69	760
Total assets	235	1,255
Accrued and other current liabilities	35	41
Intercompany payable	(319)
Current liabilities	(284)	41
Long-term debt		740
Deferred tax liabilities	386	385
Other long-term liabilities	234	285
Liabilities, Noncurrent, Total	620	1,410
Total liabilities	336	1,451
Redeemable and non-controlling interest	13
Other equity	(114)	(196)
Equity (deficit)	(114)	(196)
Total liabilities and stockholders' equity (deficit)	235	1,255
Issuer [Member]
Condensed Consolidating Financial Information [Line Items]
Cash and cash equivalents	70	116	66	20
Accounts receivable, net of allowance	35	5
Intercompany receivable	3,343	3,448
Inventories	51	53
Prepaid expenses and other current	15	12
Total current assets	3,514	3,634
Net property, plant and equipment	84	115
Intangible assets, net	120	139
Investment in Subsidiaries	1,237	905
Other assets		10
Total assets	4,955	4,803
Accounts payable	31	9
Accrued and other current liabilities	127	119
Current portion of long-term debt	54	69
Current liabilities	212	197
Long-term debt	3,858	3,855
Other long-term liabilities	76	64
Liabilities, Noncurrent, Total	3,934	3,919
Total liabilities	4,146	4,116
Other equity	809	687
Equity (deficit)	809	687
Total liabilities and stockholders' equity (deficit)	4,955	4,803
Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Cash and cash equivalents	15			5
Accounts receivable, net of allowance	377	371
Inventories	496	482
Prepaid expenses and other current	13	11
Total current assets	901	864
Net property, plant and equipment	1,162	1,079
Intangible assets, net	2,226	2,275
Other assets	1	2
Total assets	4,290	4,220
Accounts payable	303	262
Accrued and other current liabilities	132	112
Intercompany payable	3,749	3,837
Current liabilities	4,184	4,211
Other long-term liabilities	42	44
Liabilities, Noncurrent, Total	42	44
Total liabilities	4,226	4,255
Other equity	64	(35)
Equity (deficit)	64	(35)
Total liabilities and stockholders' equity (deficit)	4,290	4,220
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Cash and cash equivalents	44	26	21	17
Accounts receivable, net of allowance	79	73
Intercompany receivable	87	40
Inventories	57	40
Prepaid expenses and other current	14	19
Total current assets	281	198
Net property, plant and equipment	118	72
Intangible assets, net	125	106
Other assets		631
Total assets	524	1,007
Accounts payable	61	66
Accrued and other current liabilities	20	15
Current portion of long-term debt	4	2
Current liabilities	85	83
Long-term debt	2	2
Other long-term liabilities	4	4
Liabilities, Noncurrent, Total	6	6
Total liabilities	91	89
Other equity	433	918
Equity (deficit)	433	918
Total liabilities and stockholders' equity (deficit)	524	1,007
Eliminations [Member]
Condensed Consolidating Financial Information [Line Items]
Intercompany receivable	(3,430)	(3,836)
Prepaid expenses and other current		(10)
Total current assets	(3,306)	(3,846)
Intangible assets, net		(8)
Investment in Subsidiaries	(1,327)	(1,665)
Other assets		(631)
Total assets	(4,736)	(6,150)
Accrued and other current liabilities		(11)
Intercompany payable	(3,430)	(3,837)
Current liabilities	(3,430)	(3,848)
Long-term debt		(722)
Other long-term liabilities		(10)
Liabilities, Noncurrent, Total		(732)
Total liabilities	(3,430)	(4,580)
Other equity	(1,306)	(1,570)
Equity (deficit)	(1,306)	(1,570)
Total liabilities and stockholders' equity (deficit)	(4,736)	(6,150)
Redeemable Preferred Stock [Member]
Condensed Consolidating Financial Information [Line Items]
Equity (deficit)		$ (196)

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Goodwill, Intangible Assets And Deferred Costs (Schedule Of Intangible Assets, Goodwill And Deferred Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Deferred financing fees	28	$ 48
Deferred financing fees, accumulated amortization	(8)	(18)
Deferred financing fees, net	20	30
Goodwill	1,659	1,634	1,626
Finite intangible assets	792
Finite intangible assets, accumulated amortization	(766)	(668)
Intangible assets, net	792	856	957
Total goodwill, intangible assets and deferred costs	2,471	2,520
Customer Relationships [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets	1,167	1,134	1,153
Other Intangible Assets [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets	109	107	99
Trademarks [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets	282	283	289
Trademarks [Member] | Trademarks [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Indefinite intangible assets	207	$ 207
Minimum [Member] | Customer Relationships [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	11 years
Minimum [Member] | Other Intangible Assets [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	10 years
Minimum [Member] | Trademarks [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	8 years
Maximum [Member] | Customer Relationships [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	20 years
Maximum [Member] | Other Intangible Assets [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	20 years
Maximum [Member] | Trademarks [Member]
Goodwill, Intangible Assets And Deferred Costs [Line Items]
Finite intangible assets, amortization period	15 years

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Restructuring And Impairment Charges (Components Of Restructuring Charges By Segment) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits	$ 9	$ 5	$ 7
Facility exit costs and other	14	3	4
Asset impairment	7	6	20
Total	30	14	31
Rigid Open Top [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits	2	1
Total	13	1
Rigid Closed Top [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits		2	3
Facility exit costs and other	2	1	2
Asset impairment			4
Total	2	3	9
Engineered Materials [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits	2	2	4
Facility exit costs and other	1	1	2
Asset impairment	4	6	16
Total	7	9	22
Flexible Packaging [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits	5
Facility exit costs and other	3	1
Asset impairment
Total	$ 8	$ 1

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Net Income Per Share (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Net Income Per Share [Abstract]
Net income attributed to the Company									$ 63	$ 57	$ 2
Weighted average shares of common stock outstanding--basic									116,875	113,486	83,435
Other common stock equivalents									4,646	5,968	3,209
Weighted average shares of common stock outstanding--diluted									121,521	119,454	86,644
Basic net income (loss) per share available to common shareholders	$ 0.25	$ 0.13	$ 0.10	$ 0.05	$ 0.23	$ 0.35	$ 0.01	$ (0.09)	$ 0.53	$ 0.50	$ 0.02
Diluted net income (loss) per share available to common shareholders	$ 0.24	$ 0.12	$ 0.10	$ 0.05	$ 0.22	$ 0.33	$ 0.01	$ (0.09)	$ 0.51	$ 0.48	$ 0.02

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Stockholders Equity (Schedule Of Assumptions Used For Options Granted) (Details)	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Stockholders Equity [Abstract]
Risk-free interest rate, minimum			0.60%
Risk-free interest rate, maximum			0.90%
Risk-free interest rate	1.30%	0.60%
Dividend yield	0.00%	0.00%	0.00%
Volatility factor	0.33%	0.38%	0.38%
Expected option life	7 years	7 years	5 years

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Guarantor And Non-Guarantor Financial Information (Narrative) (Details)	Sep. 27, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]
Percentage ownership in guarantor subsidiaries	100.00%

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Restructuring And Impairment Charges (Schedule Of Restructuring Accrual Costs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Restructuring Cost and Reserve [Line Items]
Beginning balance	$ 4	$ 7
Charges	30	14	31
Non-cash asset impairment	(7)	(6)
Cash payments	(14)	(11)
Ending balance	13	4	7
Employee Severance And Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	2	4
Charges	9	5
Cash payments	(6)	(7)
Ending balance	5	2
Facilities Exit Costs And Other [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	2	3
Charges	14	3
Cash payments	(8)	(4)
Ending balance	8	2
Non-Cash [Member]
Restructuring Cost and Reserve [Line Items]
Charges	7	6
Non-cash asset impairment	$ (7)	$ (6)

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Retirement Plan (Schedule Of Expected Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014
Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
2015	$ 10
2016	10
2017	10
2018	10
2019	10
2020-2024	55
Retiree Health Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
2020-2024	$ 1

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Basis Of Presentation And Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 27, 2014

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Schedule Of Assumptions Used For Options Granted

			Fiscal year
	2014		2013		2012
Risk-free interest rate	1.3	%	0.6	%	0.6- 0.9	%
Dividend yield	0.0	%	0.0	%	0.0	%
Volatility factor	.33		.38		.38
Expected option life	7 years		7 years		5 years

Activity For Allowance For Doubtful Accounts

		2014		2013			2012
Allowance for doubtful accounts, beginning	$	3	$	3		$	4
Bad debt expense		-		1			1
Write-offs against allowance				(1	)		(2	)
Allowance for doubtful accounts, ending	$	3	$	3		$	3

Schedule Of Inventory

Inventories:		2014		2013
Finished goods	$	353	$	335
Raw materials		251		240
	$	604	$	575

Schedule Of Property, Plant And Equipment

Property, plant and equipment:		2014			2013
Land, buildings and improvements	$	363		$	302
Equipment and construction in progress		2,509			2,241
		2,872			2,543
Less accumulated depreciation		(1,508	)		(1,277	)
	$	1,364		$	1,266

Changes In The Carrying Amount Of Goodwill

		Rigid Open		Rigid Closed			Engineered			Flexible
		Top		Top			Materials			Packaging		Total
Balance as of fiscal 2012	$	681	$	832		$	73		$	40	$	1,626
Foreign currency translation adjustment		-		(1	)		1			-		-
Acquisitions (realignment), net		-		-			(1	)		9		8
Balance as of fiscal 2013	$	681	$	831		$	73		$	49	$	1,634
Foreign currency translation adjustment		-		(2	)		(2	)		-		(4	)
Acquisitions (realignment), net		-		(2	)		-			31		29
Balance as of fiscal 2014	$	681	$	827		$	71		$	80	$	1,659

Schedule Of Intangible Assets

		Customer						Other			Accumulated
		Relationships			Trademarks			Intangibles			Amortization			Total
Balance as of fiscal 2012	$	1,153		$	289		$	99		$	(584	)	$	957
Adjustment for income taxes		(7	)		(1	)		5			(2	)		(5	)
Foreign currency translation adjustment		-			-			2			-			2
Write-off of fully amortized intangibles		-			(5	)		(1	)		6			-
Amortization expense		-			-			-			(105	)		(105	)
Impairment of intangibles		(21	)		(1	)		-			17			(5	)
Balance as of fiscal 2013	$	1,134		$	283		$	107		$	(668	)	$	856
Adjustment for income taxes		(2	)		-			(1	)		-			(3)
Foreign currency translation adjustment		(3	)		(1	)		(2	)		4			(2	)
Amortization expense		-			-			-			(102	)		(102	)
Acquisition intangibles		38			-			5			-			43
Balance as of fiscal 2014	$	1,167		$	282		$	109		$	(766	)	$	792

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Long-Term Debt (Summary Of Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 28, 2013	Sep. 27, 2014
Debt Instrument [Line Items]
Long-term debt		$ 3,938
Retired debt	518
Debt discount, net	(8)	(20)
Capital leases and other	114	133
Debt and Capital Lease Obligations, Total	3,946	3,918
Less current portion of long-term debt	(71)
Long-term Debt, Current Maturities	(71)	(58)
Long-term debt, less current portion	3,875	3,860
Long-term Debt and Capital Lease Obligations	3,875	3,860
Term Loan Due January 2021 [Member]
Debt Instrument [Line Items]
Long-term debt	1,125	1,122
Maturity date		Feb. 01, 2020
Term Loan Due February 2020 [Member]
Debt Instrument [Line Items]
Long-term debt	1,397	1,383
Revolving Line Of Credit [Member]
Debt Instrument [Line Items]
Long-term debt
Maturity date		Jun. 01, 2016
9 3/4% Second Priority Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt	800	800
Maturity date		Jan. 01, 2021
5 1/2% Second Priority Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt		$ 500
Maturity date		May 01, 2022

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Basis Of Presentation And Summary Of Significant Accounting Policies (Activity For Allowance For Doubtful Accounts) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 27, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]
Allowance for Doubtful Accounts Receivable, Current, Beginning Balance	$ 3	$ 4	$ 3
Bad debt expense	1	1
Write-offs against allowance	(1)	(2)
Allowance for Doubtful Accounts Receivable, Current, Ending Balance	$ 3	$ 3	$ 3

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Restructuring And Impairment Charges (Schedule Of Estimated Costs For Restructuring Programs) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014
Restructuring Cost and Reserve [Line Items]
Expected Total Costs	$ 78
Cumulative charges through Fiscal 2014	75
To be Recognized in Future	3
Employee Severance And Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Expected Total Costs	21
Cumulative charges through Fiscal 2014	21
Facilities Exit Costs And Other [Member]
Restructuring Cost and Reserve [Line Items]
Expected Total Costs	24
Cumulative charges through Fiscal 2014	21
To be Recognized in Future	3
Asset Impairment [Member]
Restructuring Cost and Reserve [Line Items]
Expected Total Costs	33
Cumulative charges through Fiscal 2014	$ 33

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Net Income (Loss) Per Share (Tables)

12 Months Ended

Sep. 27, 2014

Net Income Per Share [Abstract]

Schedule Of Net Income (Loss) Per Share

		2014		2013		2012
Net income attributed to the Company	$	62	$	57	$	2
Weighted average shares of common stock outstanding--basic		116,875		113,486		83,435
Other common stock equivalents		4,646		5,968		3,209
Weighted average shares of common stock outstanding--diluted		121,521		119,454		86,644
Basic net income (loss) per share available to common shareholders	$	0.53	$	0.50	$	0.02
Diluted net income (loss) per share available to common shareholders	$	0.51	$	0.48	$	0.02

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Financial Instruments And Fair Value Measurements (Narrative) (Details) (USD $)	1 Months Ended			12 Months Ended
	Mar. 31, 2014	Jun. 28, 2013	Feb. 28, 2013	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011	Aug. 31, 2014
Line of Credit Facility [Line Items]
Variable rate term loan, amount outstanding								$ 1,000,000,000
Derivative settlement receivables		16,000,000
Property plant and equipment before impairment loss						1,219,000,000	5,000,000
Other Asset Impairment Charges						3,000,000
Debt outstanding	1,000,000,000
Fair value of investments exceeding book value				86,000,000	164,000,000
Term of fixed interest rate			3 years
Derivative instrument fixed interest rate			2.355%
Change in unrealized gain loss on fair value Hedging Instruments				(1,000,000)
2010 Swaps [Member]
Line of Credit Facility [Line Items]
Number of interest rate swaps				2
Variable rate term loan, amount outstanding				1,000,000,000
Notional amount of swap agreement				500,000,000
2010 Swaps Part One [Member]
Line of Credit Facility [Line Items]
Notional amount of swap agreement				$ 500,000,000
Term of fixed interest rate				3 years
Derivative instrument fixed interest rate				0.8925%
2010 Swaps Part Two [Member]
Line of Credit Facility [Line Items]
Term of fixed interest rate				3 years
2013 Swaps [Member]
Line of Credit Facility [Line Items]
Derivative instrument fixed interest rate				1.0235%

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Retirement Plan (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014 item	Sep. 28, 2013	Sep. 29, 2012
Retirement Plan [Line Items]
Number of defined contribution plans	2
Defined contribution plan expense	$ 8	$ 7	$ 7
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year	(2)
Net unrealized defined benefit losses in accumulated other comprehensive loss	30
Assumed health care cost trend rate	7.00%
Defined Benefit Pension Plans [Member]
Retirement Plan [Line Items]
Number of defined benefit plans	3
PBO	192	178	207
Plan assets	154	141	129
Retiree Health Plan [Member]
Retirement Plan [Line Items]
PBO	2	2	3
10 1/4% Senior Subordinated Notes [Member]
Retirement Plan [Line Items]
Plan assets	$ 14

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Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities (Summary Of Other Long-Term Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities [Abstract]
Lease retirement obligation	$ 31	$ 22
Sale-lease back deferred gain	30	32
Pension liability	45	43
TRA obligation	234	277
Other	16	13
Other long-term liabilities	$ 356	$ 387

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Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Other Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]
Beginning Balance, Currency Translation	$ (20)	$ (15)	$ (21)
Other Comprehensive Income (Loss), Currency Translation	(16)	(5)	6
Balance, Currency Translation	(36)	(20)	(15)
Beginning Balance, Defined Benefit Pension and Retiree Health Benefit Plans	8	29	(21)
Defined benefit pension and retiree benefit plans	(11)	34	(14)
Tax expense (benefit), Defined Benefit Pension and Retiree Health Benefit Plans	4	(13)	6
Balance, Defined Benefit Pension and Retiree Health Benefit Plans	(15)	(8)	(29)
Beginning Balance, Interest Rate Hedges	10	(3)	(6)
Other Comprehensive Income (Loss), Interest Rate Hedges	(3)	20	4
Tax expense (benefit), Interest Rate Hedges	1	(7)	(1)
Balance, Interest Rate Hedges	8	10	(3)
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance	(18)	(47)	(48)
Other Comprehensive Income (Loss), Accumulated Other Comprehensive Loss	(30)	49	(4)
Provision for income taxes related to other comprehensive income items	5	(20)	5
Balance, Accumulated Other Comprehensive Loss	$ (43)	$ (18)	$ (47)

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Acquisitions

12 Months Ended

Sep. 27, 2014

Acquisitions [Abstract]

Acquisitions

2. Acquisitions

Graphic Flexible Packaging LLCs Flexible Plastics and Films

In September 2013, the Company acquired Graphic Flexible Packaging LLCs flexible plastics and films business (Graphic Plastics) for a purchase price of $61 million, net of cash acquired. Graphic Plastics is a producer of wraps, films, pouches, and bags for the food, medical, industrial, personal care, and pet food markets. The Graphic Plastics business is operated in the Companys Flexible Packaging segment. To finance the purchase, the Company used existing liquidity. The Graphic Plastics 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 estimated fair values at the acquisition date. The acquired assets and assumed liabilities consisted of working capital of $8 million, property and equipment of $18 million, intangible assets of $25 million, goodwill of $14 million and other long-term liabilities of $4 million. The Company expects goodwill to be deductible for tax purposes.

Qingdao P&B Co., Ltd

In January 2014, the Company acquired the controlling interest (75%) of Qingdao P&B Co., Ltd (P&B) for a purchase price of $35 million, net of cash acquired. P&B utilizes thermoform, injection, and automated assembly manufacturing processes to produce products for multiple markets across China as well as globally, most predominately serving the food and personal care markets. P&B is operated in the Flexible Packaging segment. To finance the purchase, the Company used existing liquidity. The P&B 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 estimated fair values at the acquisition date. As part of the P&B acquisition, the non-controlling interest holder has a put option, and the Company has a call option on the remaining 25% interest in P&B that becomes effective three years from the date of purchase. Upon execution of the put or call option, the purchase price for the remaining equity interest will be determined based on the fair value at the date of execution. The non-controlling interest of P&B is recorded in Redeemable non - controlling interestand will be carried at fair value with adjustments in the fair value being recorded in Additional paid-in capital. The acquired assets and assumed liabilities consisted of working capital of $9 million, property and equipment of $24 million, intangible assets of $11 million, goodwill of $10 million, other long-term liabilities of $4 million and Redeemable non-controlling interest of $13 million. The company has not finalized  the tax allocation of this purchase allocation as of fiscal 2014.

Rexam Healthcare Containers and Closures

In June 2014, the Company acquired Rexams Healthcare Containers and Closures business (C&C) for a purchase price of $130 million, net of cash acquired. The C&C business produces bottles, closures and specialty products for pharmaceutical and over-the-counter applications. Facilities located in the United States are operated in the Rigid Closed Top segment, and locations outside the United States are operated in the Flexible Packaging segment. To finance the purchase, the Company used existing liquidity. The C&C 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 estimated fair values at the acquisition date. The acquired assets and assumed liabilities consisted of working capital of $32 million, property and equipment of $84 million, non-current deferred tax benefit of $4 million, intangible assets of $7 million, goodwill of $6 million and other long-term liabilities of $3 million. The Company has not finalized the purchase price allocation to the fair values of fixed assets, intangibles, deferred income taxes and is reviewing the working capital acquired as of fiscal 2014. The Company expects domestic goodwill to be deductible for tax purposes.

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Income Taxes [Line Items]
U.S. income (loss) from continuing operations before income taxes	$ 58	$ 77	$ 2
Non-U.S. income (loss) from continuing operations before income taxes	9	8	2
AMT credit carryforwards	9
Deferred tax assets, valuation allowance	56	59
Payments Of Tax Receivable Agreement	32	5
Reduction of Short-term Capital Lease Obligations	313
Taxes Payable	273
Cash paid for taxes	7	3	2
Unrecognized tax benefits that would affect effective tax rate if recognized	8	7
Interest and penalties accrued for uncertain tax positions	2
Income tax reconciliation permanent differences	(2)		1
Federal [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	601
Federal research and development tax credits	18
State [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	803
Federal research and development tax credits	4
Foreign [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	106
Parent Company [Member]
Income Taxes [Line Items]
Payments Of Tax Receivable Agreement	$ 32	$ 5
Minimum [Member] | Federal [Member]
Income Taxes [Line Items]
Open tax years	2004
Maximum [Member] | Federal [Member]
Income Taxes [Line Items]
Open tax years		2009

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Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Inventory) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]
Finished goods	$ 353	$ 335
Raw materials	251	240
Inventory, total	$ 604	$ 575

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Lease And Other Commitments And Contingencies (Tables)

12 Months Ended

Sep. 27, 2014

Lease And Other Commitments And Contingencies [Abstract]

Schedule Of Future Minimum Payments For Capital And Operating Leases

		Capital Leases			Operating Leases
2015	$	34		$	46
2016		27			43
2017		19			39
2018		18			33
2019		16			27
Thereafter		31			143
		145		$	331
Less: amount representing interest		(16	)
Present value of net minimum lease payments	$	129

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Goodwill, Intangible Assets And Deferred Costs (Tables)

12 Months Ended

Sep. 27, 2014

Goodwill, Intangible Assets And Deferred Costs [Abstract]

Schedule Of Intangible Assets, Goodwill And Deferred Costs

		2014			2013		Amortization Period
Deferred financing fees							Respective debt
	$	28		$	48
Accumulated amortization		(8	)		(18	)
Deferred financing fees, net		20			30
Goodwill							Indefinite lived
		1,659			1,634
Customer relationships		1,167			1,134		11 20 years
Trademarks (indefinite lived)							Indefinite lived
		207			207
Trademarks (definite lived)							8-15 years
		75			76
Other intangibles		109			107		10-20 years
Accumulated amortization		(766	)		(668	)
Intangible assets, net		792			856
Total goodwill, intangible assets and deferred costs
	$	2,471		$	2,520

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Goodwill, Intangible Assets And Deferred Costs (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014
Goodwill, Intangible Assets And Deferred Costs [Abstract]
Future amortization expense, 2015	$ 93
Future amortization expense, 2016	85
Future amortization expense, 2017	74
Future amortization expense, 2018	56
Future amortization expense, 2019	$ 51

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Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Property, Plant And Equipment) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,872	$ 2,543
Less accumulated depreciation	(1,508)	(1,277)
Property, plant and equipment, net	1,364	1,266
Land, Buildings And Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	363	302
Equipment And Construction In Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,509	$ 2,241

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Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities (Tables)

12 Months Ended

Sep. 27, 2014

Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities [Abstract]

Summary Of Accrued Expenses And Other Current Liabilities

		2014		2013
Employee compensation, payroll and other taxes	$	99	$	86
Interest		44		45
Rebates		50		55
Restructuring		13		4
Tax receivable agreement obligation		39		32
Other		69		54
	$	314	$	276

Summary Of Other Long-Term Liabilities

		2014		2013
Lease retirement obligation	$	31	$	22
Sale-lease back deferred gain		30		32
Pension liability		45		43
TRA obligation		234		277
Other		16		13
	$	356	$	387

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Income Taxes (Tables)

12 Months Ended

Sep. 27, 2014

Income Taxes [Abstract]

Reconciliation Of Income Tax Expense (Benefit)

		2014			2013			2012
Current
United States
Federal	$	-		$	-		$	(3	)
State		5			2			-
Non-U.S.		3			4			4
Current income tax provision		8			6			1
Deferred:
United States
Federal		3			26			3
State		(5	)		(3	)		(1	)
Non-U.S.		(2	)		(1	)		(1	)
Deferred income tax expense (benefit)		(4	)		22			1
Expense (benefit) for income taxes	$	4		$	28		$	2

Schedule of Effective Income Tax Rate Reconciliation

		2014			2013			2012
U.S. Federal income tax expense at the statutory rate	$	23		$	29		$	1
Adjustments to reconcile to the income tax provision:
U.S. State income tax expense, net of valuation allowance		5			(1	)		(1	)
Impairment of goodwill		-			-			-
Research and development credits		(20	)		-			-
Permanent differences		(2)			-			1
Transaction costs		-			-			-
Changes in foreign valuation allowance		1			1			1
Rate differences between U.S. and foreign		(1	)		(2	)		1
APB 23		(1	)		-			-
Other		(1	)		1			(1	)
Expense (benefit) for income taxes	$	4		$	28		$	2

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		2014			2013
Deferred tax assets:
Allowance for doubtful accounts	$	3		$	3
Deferred gain on sale-leaseback		13			14
Accrued liabilities and reserves		58			34
Inventories		10			9
Net operating loss carryforward		248			343
Alternative minimum tax (AMT) credit carryforward		9			9
Research and development credit carryforward		22			-
Federal and state tax credits		13			14
Other		9			7
Total deferred tax assets		385			433
Valuation allowance		(56	)		(59	)
Total deferred tax assets, net of valuation allowance		329			374
Deferred tax liabilities:
Property, plant and equipment		157			187
Intangible assets		279			300
Debt extinguishment		107			132
Other		6			1
Total deferred tax liabilities		549			620
Net deferred tax liability	$	(220	)	$	(246	)

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

		2014				2013
Beginning unrecognized tax benefits	$		14		$		8
Gross increases tax positions in prior periods			2				6
Gross increases current period tax positions			1				1
Settlements			(2	)			(1	)
Lapse of statute of limitations			(1	)			-
Ending unrecognized tax benefits	$		14		$		14

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Basis Of Presentation And Summary Of Significant Accounting Policies

12 Months Ended

Sep. 27, 2014

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation And Summary Of Significant Accounting Policies

1. Basis of Presentation and Summary of Significant Accounting Policies

Background

Berry Plastics Group, Inc. (Berry or the Company) is a leading provider of value-added plastic consumer packaging and engineered materials with a track record of delivering high-quality customized solutions to our customers. Representative examples of our products include drink cups, thin-wall containers, bottles, specialty closures, prescription vials, specialty films, adhesives and corrosion protection materials. We sell our solutions predominantly into consumer-oriented end-markets, such as food and beverage, healthcare and personal care.

Basis of Presentation

In October 2012, the Company completed an initial public offering. The proceeds, net of transaction fees, of $438 million and cash from operations were used to repurchase $455 million of 11% Senior Subordinated Notes. In connection with the initial public offering, the Company entered into an income tax receivable agreement that provides for the payment to preinitial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of net operating losses of the Company and its subsidiaries attributable to periods prior to the initial public offering.

In February 2014, June 2014 and August 2014, certain funds affiliated with Apollo Global Management, LLC (Apollo) sold 9 million shares in a secondary public offering for proceeds of $205 million, 10 million shares in a secondary public offering for proceeds of $237 million and 14.7 million shares in a secondary public offering for proceeds of $360 million, respectively. The Company received no proceeds and incurred fees of approximately $1 million related to these offerings. Following these offerings, Apollo no longer had any equity ownership in the Company.

Periods presented in these financial statements include fiscal periods ending September 27, 2014 (fiscal 2014), September 28, 2013 (fiscal 2013), and September 29, 2012 (fiscal 2012). Berry, through its wholly-owned subsidiaries operates in four primary segments: Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging. The Companys customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. The Company performs periodic credit evaluations of its customers financial condition and generally does not require collateral. The Companys fiscal year is based on fifty-two week periods. The Company has evaluated subsequent events through the date the financial statements were issued.

The consolidated financial statements include the accounts of Berry and its subsidiaries, all of which includes our wholly owned and majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Where our ownership of consolidated subsidiaries is less than 100% the non-controlling interests are reflected in Non-controlling interest and Redeemable non.- controlling interests.

Revenue Recognition

Revenue from the sales of products is recognized at the time title and risks and rewards of ownership pass to the customer, there is persuasive evidence of an arrangement, the sales price is fixed and determinable and collection is reasonably assured. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns and discounts to customers are accounted for as reductions in gross sales to arrive at net sales. In accordance with the Revenue Recognition standards of the Accounting Standards Codification (Codification or ASC), the Company provides for these items as reductions of revenue at the later of the date of the sale or the date the incentive is offered. These provisions are based on estimates derived from current program requirements and historical experience.

Shipping, handling, purchasing, receiving, inspecting, warehousing, and other costs of distribution are presented in Cost of goods sold in the Consolidated Statements of Income. The Company classifies amounts charged to its customers for shipping and handling in Net sales in the Consolidated Statements of Income.

Purchases of Raw Materials and Concentration of Risk

The largest supplier of the Companys total resin material requirements represented approximately 22% of purchases in fiscal 2014. The Company uses a variety of suppliers to meet its resin requirements.

Research and Development

Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $32 million, $28 million, and $25 million in fiscal 2014, 2013, and 2012, respectively.

Stock-Based Compensation

The compensation guidance of the FASB requires that the compensation cost relating to share-based payment transactions be recognized in financial statements based on alternative fair value models. The share-based compensation cost is measured based on the fair value of the equity or liability instruments issued. The Companys share-based compensation plan is more fully described in Note 12. The Company recorded total stock compensation expense of $15 million, $16 million, and $2 million for fiscal 2014, 2013 and 2012, respectively.

In August 2013, the Company recorded an $8 million stock compensation charge related to certain modifications to the Berry Plastics Group Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (collectively, the "Plans"), and amended outstanding non-qualified stock option agreements to reflect such modifications. The modifications, include (i) accelerated vesting of all unvested options upon an employee's death or permanent disability (ii) in the event of an employee's qualified retirement, continuation of the normal vesting period applicable to the retiree's unvested options, as well as an extension of the exercise period to the end of the original ten-year term of the retiree's vested options and (iii) all unvested options and stock appreciation rights that were subject to performance-based vesting criteria as of January 1, 2013 (excluding certain IRR performance-based options) were modified to time-based vesting.

The Company utilizes the Black-Scholes option valuation model for estimating the fair value of the stock options. The model allows for the use of a range of assumptions. Expected volatilities utilized in the Black-Scholes model are based on implied volatilities from traded stocks of peer companies. Similarly, the dividend yield is based on historical experience and the estimate of future dividend yields. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The Companys options have a ten year contractual life. For purposes of the valuation model in fiscal 2014 and fiscal 2013, the Company used the simplified method for determining the granted options expected lives. The fair value for options granted has been estimated at the date of grant using a Black-Scholes model, with the following weighted average assumptions:

			Fiscal year
	2014		2013		2012
Risk-free interest rate	1.3	%	0.6	%	0.6- 0.9	%
Dividend yield	0.0	%	0.0	%	0.0	%
Volatility factor	.33		.38		.38
Expected option life	7 years		7 years		5 years

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 income (loss) within stockholders equity. Gains and losses resulting from foreign currency transactions, the amounts of which are not material in any period presented are included in the Consolidated Statements of Income.

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.

Allowance for Doubtful Accounts

The Companys accounts receivable and related allowance for doubtful accounts are analyzed in detail on a quarterly basis and all significant customers with delinquent balances are reviewed to determine future collectability. The determinations are based on legal issues (such as bankruptcy status), past history, current financial and credit agency reports, and the experience of the credit representatives. Reserves are established in the quarter in which the Company makes the determination that the account is deemed uncollectible. The Company maintains additional reserves based on its historical bad debt experience. The following table summarizes the activity for fiscal 2014, 2013 and 2012 for the allowance for doubtful accounts:

		2014		2013			2012
Allowance for doubtful accounts, beginning	$	3	$	3		$	4
Bad debt expense		-		1			1
Write-offs against allowance				(1	)		(2	)
Allowance for doubtful accounts, ending	$	3	$	3		$	3

Inventories

Inventories are stated at the lower of cost or market 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. The cost of spare parts inventory is charged to manufacturing overhead expense when incurred. 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 as of fiscal 2014 and 2013 was:

Inventories:		2014		2013
Finished goods	$	353	$	335
Raw materials		251		240
	$	604	$	575

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 25 years for buildings and improvements, two to 10 years for machinery, equipment, and tooling and over the term of the agreement for capital 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. The Company capitalized interest of $6 million, $5 million, and $5 million in fiscal 2014, 2013, and 2012, respectively. Property, plant and equipment as of fiscal 2014 and 2013 was:

Property, plant and equipment:		2014			2013
Land, buildings and improvements	$	363		$	302
Equipment and construction in progress		2,509			2,241
		2,872			2,543
Less accumulated depreciation		(1,508	)		(1,277	)
	$	1,364		$	1,266

Long-lived Assets

Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment at the product line level in accordance with the Property, Plant and Equipment standard of the ASC whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an assets 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. Fair value is determined based upon discounted cash flows or appraisals as appropriate. Long-lived assets that are held for sale are reported at the lower of the assets carrying amount or fair value less costs related to the assets disposition. We recorded impairment charges totaling $7 million, $5 million, and $20 million to write-down long-lived assets to their net realizable valuables during fiscal years 2014, 2013, and 2012 respectively.

Goodwill

The Company follows the principles provided by the Goodwill and Other Intangibles standard of the ASC. Goodwill is not amortized but rather tested annually for impairment. The Company performs their annual impairment test on the first day of the fourth quarter in each respective fiscal year. The Company has recognized cumulative charges for goodwill impairment of $165 million which occurred in fiscal 2011 For purposes of conducting our annual goodwill impairment test, the

Company determined that we have six reporting units, Open Top, Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes. Tapes and Engineered Films comprise the Engineered Materials operating segment. Flexible Packaging and International comprise the Flexible Packaging segment. Our International reporting units goodwill primarily derived from the current year P&B and C&C acquisitions. We determined that each of the components within our respective reporting units should be aggregated. We reached this conclusion because within each of our reporting units, we have similar products, management oversight, production processes and markets served which allow us to share assets and resources across the product lines. We regularly re-align our production equipment and manufacturing facilities in order to take advantage of cost savings opportunities, obtain synergies and create manufacturing efficiencies. In addition, we utilize our research and development centers, design center, tool shops, and graphics center which all provide benefits to each of the reporting units and work on new products that can not only benefit one product line, but can benefit multiple product lines. We also believe that the goodwill is recoverable from the overall operations of the unit given the similarity in production processes, synergies from leveraging the combined resources, common raw materials, common research and development, similar margins and similar distribution methodologies. In fiscal 2014, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount. Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated for the Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes reporting units. Due to the decline in operating income in the Rigid Open Top reporting unit during fiscal 2014, we completed step 1 of the impairment test which indicated no impairment existed. In fiscal 2013, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount. Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated and we did not perform a two-step impairment test. In fiscal 2012, we completed step 1 of the impairment test for all the reporting units and no impairment was indicated.

The changes in the carrying amount of goodwill by reportable segment are as follows:

		Rigid Open		Rigid Closed			Engineered			Flexible
		Top		Top			Materials			Packaging		Total
Balance as of fiscal 2012	$	681	$	832		$	73		$	40	$	1,626
Foreign currency translation adjustment		-		(1	)		1			-		-
Acquisitions (realignment), net		-		-			(1	)		9		8
Balance as of fiscal 2013	$	681	$	831		$	73		$	49	$	1,634
Foreign currency translation adjustment		-		(2	)		(2	)		-		(4	)
Acquisitions (realignment), net		-		(2	)		-			31		29
Balance as of fiscal 2014	$	681	$	827		$	71		$	80	$	1,659

Deferred Financing Fees

Deferred financing fees are being amortized to interest expense using the effective interest method over the lives of the respective debt agreements.

Intangible Assets

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 which range from 11 to 20 years. Trademarks that are expected to remain in use, which are indefinite lived intangible assets, are required to be reviewed for impairment annually. Technology intangibles are being amortized using the straight-line method over the estimated life of the technology which is 11 years. License intangibles are being amortized using the straight-line method over the life of the license which is 10 years. Patent intangibles are being amortized using the straight-line method over the shorter of the estimated life of the technology or the patent expiration date ranging from 10 to 20 years, with a weighted-average life of 15 years. The Company evaluates the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. We completed the annual impairment test of our indefinite lived tradenames and noted no impairment. The Company recorded a $5 million impairment charge related to the exit of certain operations in fiscal 2013.

		Customer						Other			Accumulated
		Relationships			Trademarks			Intangibles			Amortization			Total
Balance as of fiscal 2012	$	1,153		$	289		$	99		$	(584	)	$	957
Adjustment for income taxes		(7	)		(1	)		5			(2	)		(5	)
Foreign currency translation adjustment		-			-			2			-			2
Write-off of fully amortized intangibles		-			(5	)		(1	)		6			-
Amortization expense		-			-			-			(105	)		(105	)
Impairment of intangibles		(21	)		(1	)		-			17			(5	)
Balance as of fiscal 2013	$	1,134		$	283		$	107		$	(668	)	$	856
Adjustment for income taxes		(2	)		-			(1	)		-			(3)
Foreign currency translation adjustment		(3	)		(1	)		(2	)		4			(2	)
Amortization expense		-			-			-			(102	)		(102	)
Acquisition intangibles		38			-			5			-			43
Balance as of fiscal 2014	$	1,167		$	282		$	109		$	(766	)	$	792

Insurable Liabilities

The Company records liabilities for the self-insured portion of workers compensation, health, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated based upon historical claims experience.

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 Companys 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 Companys 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 Companys ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the United States.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive losses include net unrealized gains or losses resulting from currency translations of foreign subsidiaries, changes in the value of our derivative instruments and adjustments to the pension liability.

The accumulated balances related to each component of other comprehensive income (loss) were as follows (amounts below are net of taxes):

					Defined Benefit
		Currency			Pension and Retiree			Interest Rate			Accumulated Other
		Translation			Health Benefit Plans			Hedges			Comprehensive Loss
Balance as of fiscal 2011	$	(21	)	$	(21	)	$	(6	)	$	(48	)
Other comprehensive income (loss)		6			(14	)		4			(4	)
Tax expense (benefit)		-			6			(1	)		5
Balance as of fiscal 2012	$	(15	)	$	(29	)	$	(3	)	$	(47	)
Other comprehensive income (loss)		(5	)		34			20			49
Tax benefit		-			(13	)		(7	)		(20	)
Balance as of fiscal 2013	$	(20	)	$	(8	)	$	10		$	(18	)
Other comprehensive loss		(16	)		(11	)		(3	)		(30	)
Tax expense		-			4			1			5
Balance as of fiscal 2014	$	(36	)	$	(15	)	$	8		$	(43	)

Accrued Rebates

The Company offers various rebates to customers based on purchases. These rebate programs are individually negotiated with customers and contain a variety of different terms and conditions. Certain rebates are calculated as flat percentages of purchases, while others included tiered volume incentives. These rebates may be payable monthly, quarterly, or annually. The calculation of the accrued rebate balance involves significant management estimates, especially where the terms of the rebate involve tiered volume levels that require estimates of expected annual sales. These provisions are based on estimates derived from current program requirements and historical experience. The accrual for customer rebates was $50 million and $55 million at the end of fiscal 2014 and 2013, respectively and is included in Accrued expenses and other current liabilities.

Pension

Pension benefit costs include assumptions for the discount rate, retirement age, and expected return on plan assets. Retiree medical plan costs include assumptions for the discount rate, retirement age, and health-care-cost trend rates. Periodically, the Company evaluates the discount rate and the expected return on plan assets in its defined benefit pension and retiree health benefit plans. In evaluating these assumptions, the Company considers many factors, including an evaluation of the discount rates, expected return on plan assets and the health-care-cost trend rates of other companies; historical assumptions compared with actual results; an analysis of current market conditions and asset allocations; and the views of advisers.

Net Income Per Share

The Company calculates basic net income per share based on the weighted-average number of outstanding common shares. The Company calculates diluted net income per share based on the weighted-average number of outstanding common shares plus the effect of dilutive securities

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management 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 occur.

.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued a final standard on revenue recognition. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In order to do so, an entity would follow the five-step process for in-scope transactions: 1) identify the contract with a customer, 2) identify the separate performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the separate performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. For public entities, the provisions of the new standard are effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. An entity can apply the new revenue standard retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The Company is currently assessing the impact to the consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11: Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (ASU 2013-11). An entity is required to present

unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date. The guidance will eliminate the diversity in practice in the presentation of unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. The adoption of ASU 2013-11 did not have an impact on the Companys consolidated financial statements.

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Operating Segments (Tables)

12 Months Ended

Sep. 27, 2014

Segment And Geographic Data [Abstract]

Summary Of Selected Information By Reportable Segment

		2014		2013		2012
Net sales
Rigid Open Top	$	1,110	$	1,127	$	1,229
Rigid Closed Top		1,469		1,387		1,438
Engineered Materials		1,455		1,397		1,362
Flexible Packaging		924		736		737
Total	$	4,958	$	4,647	$	4,766
Operating income (loss)
Rigid Open Top	$	34	$	123	$	159
Rigid Closed Top		132		130		95
Engineered Materials		125		116		70
Flexible Packaging		25		17		1
Total	$	316	$	386	$	325
Depreciation and amortization
Rigid Open Top	$	92	$	90	$	90
Rigid Closed Top		133		129		135
Engineered Materials		76		71		71
Flexible Packaging		57		51		59
Total	$	358	$	341	$	355

Summary Of Assets And Goodwill By Segment

Total assets		2014		2013
Rigid Open Top	$	1,808	$	1,805
Rigid Closed Top		1,966		1,964
Engineered Materials		722		817
Flexible Packaging		772		549
	$	5,268	$	5,135

Goodwill		2014		2013
Rigid Open Top	$	681	$	681
Rigid Closed Top		827		831
Engineered Materials		71		73
Flexible Packaging		80		49
	$	1,659	$	1,634

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Segment And Geographic Data (Narrative) (Details)	12 Months Ended
	Sep. 27, 2014 segment
Segment Reporting Information [Line Items]
Number of reporting segments	4
Net Sales, Geographic Area [Member] | North America [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	96.00%
Long-Lived Assets, Geographic Area [Member] | North America [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	94.00%
Assets, Total [Member] | North America [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	95.00%

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Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended				3 Months Ended								12 Months Ended				1 Months Ended
	Aug. 31, 2014	Jun. 30, 2014	Feb. 28, 2014	Aug. 31, 2013	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014 segment	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011	Oct. 31, 2012	Oct. 02, 2006
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Additional Paid in Capital					$ 367				$ 322				$ 367	$ 322
Proceeds from initial public offering	360	237	205											438
Stock Issued During Period, Value, New Issues	14.7	10.0	9.0											438.0
Payments of Stock Issuance Costs													1
Research and development expenditures													32	28	25
Stock based compensation expense				8									15	16	2
Shares authorized for grant									9,297,750					9,297,750				7,071,337
Interest costs capitalized													6	5	5
Fixed asset impairment charges													7	6	20
Number of reporting segments													4
Goodwill impairment charge																165
Definite lived intangible assets, Impairment Loss														5	17
Accrual for customer rebates					50				55				50	55
Cost of Goods Sold					1,114	1,089	1,023	964	1,006	998	936	895	4,190	3,835	3,984
Management fees															9
captitalized interest amount													6	5	5
Supplier Concentration Risk [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage													22.00%
Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life													10 years
Parent Company [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Proceeds from initial public offering														438
Customer Relationships [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Definite lived intangible assets, Impairment Loss														21
Customer Relationships [Member] | Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Finite intangible assets, useful life													11 years
Customer Relationships [Member] | Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Finite intangible assets, useful life													20 years
Licenses [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Finite intangible assets, useful life													10 years
Patents [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Finite intangible assets, weighted-average life													15 years
Patents [Member] | Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Finite intangible assets, weighted-average life													20 years
11% Senior Subordinated Notes [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate, stated percentage																	11.00%
Write down Long lived Debt Assets [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Fixed asset impairment charges													7	5	20
Initial Public Offering [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of stock																	438
Amount of debt extinguished																	$ 455
Debt instrument, interest rate, stated percentage					85.00%								85.00%

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Financial Instruments And Fair Value Measurements (Schedule Of Derivatives Not Designated As Hedging, By Balance Sheet Location) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
2014 Swap [Member]
Derivatives, Fair Value [Line Items]
Interest rate swaps	$ 3
2010 Swaps [Member]
Derivatives, Fair Value [Line Items]
Interest rate swaps		$ 1

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Retirement Plan (Schedule Of Net Pension And Retiree Health Benefit Expense) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Retirement Plan [Abstract]
Service cost
Interest cost	8	7	8
Amortization		3	2
Expected return on plan assets	(11)	(10)	(8)
Net periodic benefit cost	$ (3)		$ 2

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Current assets:
Cash and cash equivalents	$ 129	$ 142
Accounts receivable, net	491	449
Inventories	604	575
Deferred income taxes	166	139
Prepaid expenses and other current assets	42	32
Total current assets	1,432	1,337
Property, plant, and equipment, net	1,364	1,266
Goodwill, intangible assets and deferred costs, net	2,471	2,520
Other assets	1	12
Total assets	5,268	5,135
Current liabilities:
Accounts payable	395	337
Accrued expenses and other current liabilities	314	276
Current portion of long-term debt	58	71
Total current liabilities	767	684
Long-term debt, less current portion	3,860	3,875
Deferred income taxes	386	385
Other long-term liabilities	356	387
Total liabilities	5,369	5,331
Commitments and contingencies
Redeemable and non-controlling interest	13
Stockholders' equity (deficit):
Common stock: ($0.01 par value; 400,000,000 shares authorized; 117,999,870 shares issued and 117,929,386 shares outstanding as of September 27, 2014; 115,895,927 shares issued and 115,825,443 shares outstanding as of September 28, 2013)	1	1
Additional paid-in capital	367	322
Non-controlling interest	3	3
Accumulated deficit	(442)	(504)
Accumulated other comprehensive loss	(43)	(18)
Total stockholders' equity (deficit)	(114)	(196)
Total liabilities and stockholders' equity (deficit)	$ 5,268	$ 5,135

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Basis Of Presentation And Summary Of Significant Accounting Policies (Changes In The Carrying Amount Of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Oct. 01, 2011	Sep. 29, 2012
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 1,634	$ 1,626
Foreign currency translation adjustment	(4)
Impairment of goodwill			(165)
Acquisitions (realignment), net	29	8
Goodwill, Ending Balance	1,659	1,634
Rigid Open Top [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance				681
Goodwill, Ending Balance	681	681		681
Rigid Closed Top [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	831	832
Foreign currency translation adjustment	(2)	(1)
Acquisitions (realignment), net	(2)
Goodwill, Ending Balance	827	831
Engineered Materials [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	73	73
Foreign currency translation adjustment	(2)	1
Acquisitions (realignment), net		(1)
Goodwill, Ending Balance	71	73
Flexible Packaging [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	49	40
Acquisitions (realignment), net	31	9
Goodwill, Ending Balance	$ 80	$ 49

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Consolidated Statement Of Changes In Stockholders' Equity (Deficit) (USD $) In Millions	Common Stock [Member]	Additional Paid-in Capital [Member]	Notes Receivable - Common Stock [Member]	Non-Controlling Interest [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Total
Balance at Oct. 01, 2011	$ 1	$ 142	$ (2)	$ 3	$ (48)	$ (563)	$ (467)
Stock compensation expense		2					2
Interest rate hedge, net of tax					3		3
Consolidated net income		(13)					(13)
Net income attributed to the Company						2	2
Net Income (Loss) Attributable to Parent							2
Currency translation					6		6
Benefit Plans, net of tax					(8)		(8)
Balance at Sep. 29, 2012	1	131	(2)	3	(47)	(561)	(475)
Proceeds from issuance of common stock		27					27
Stock compensation expense		16					16
Repayment of note receivable			2				2
Termination of redeemable shares redemption requirement		23					23
Proceeds from initial public offering		438.0					438.0
Obligation under tax receivable agreement		(313)					(313)
Interest rate hedge, net of tax					10		10
Net income attributed to the Company						57	57
Net Income (Loss) Attributable to Parent							57
Currency translation					(5)		(5)
Benefit Plans, net of tax					21		21
Derivative amortization					3		3
Balance at Sep. 28, 2013	1	322		3	(18)	(504)	(196)
Proceeds from issuance of common stock		17					17
Stock compensation expense		15					15
Obligation under tax receivable agreement		13					13
Interest rate hedge, net of tax					(2)		(2)
Net income attributed to the Company							63
Net Income (Loss) Attributable to Parent						62	62
Currency translation					(16)		(16)
Benefit Plans, net of tax					(7)		(7)
Balance at Sep. 27, 2014	$ 1	$ 367		$ 3	$ (43)	$ (442)	$ (114)

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Lease And Other Commitments And Contingencies (Schedule Of Future Minimum Payments For Capital And Operating Leases) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014
Lease And Other Commitments And Contingencies [Abstract]
Capital Leases, 2015	$ 34
Capital Leases, 2016	27
Capital Leases, 2017	19
Capital Leases, 2018	18
Capital Leases, 2019	16
Capital Leases, Thereafter	31
Capital Leases, Total net minimum payments	145
Capital Leases, Less: amount representing interest	(16)
Capital Leases, Present value of net minimum lease payments	129
Operating Leases, 2015	46
Operating Leases, 2016	43
Operating Leases, 2017	39
Operating Leases, 2018	33
Operating Leases, 2019	27
Operating Leases, Thereafter	143
Operating Leases, Total net minimum payments	$ 331

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Stockholders Equity (Tables)

12 Months Ended

Sep. 27, 2014

Stockholders Equity [Abstract]

Schedule Of Stock Option Activity

	2014					2013
		Number			Weighted		Number			Weighted
		Of			Average		Of			Average
		Shares			Exercise		Shares			Exercise
		(in thousands)			Price		(in thousands)			Price
Options outstanding, beginning of period		10,035		$	9.96		10,741		$	7.76
Options granted		2,727			21.02		2,819			16.01
Options exercised		(2,137	)		8.19		(3,333	)		7.97
Options forfeited or cancelled		(121	)		15.20		(192	)		10.14
Options outstanding, end of period		10,504		$	13.13		10,035		$	9.96
Option price range at end of period	$	3.04-22.95				$	3.04-17.59
Options exercisable at end of period		5,098					5,182
Options available for grant at period end		5,349					8,076
Weighted average fair value of options granted
during period	$	7.53				$	6.15

Schedule Of Assumptions Used For Options Granted

			Fiscal year
	2014		2013		2012
Risk-free interest rate	1.3	%	0.6	%	0.6- 0.9	%
Dividend yield	0.0	%	0.0	%	0.0	%
Volatility factor	.33		.38		.38
Expected option life	7 years		7 years		5 years

Summary Of Options Outstanding By Exercise Price Range

Range of Exercise

Number

Intrinsic Value

Weighted Remaining

Weighted

Number

Intrinsic Value

Unrecognized

Weighted

Prices

Outstanding

of Outstanding

Contractual Life

Exercise Price

Exercisable

of Exercisable

Compensation

Recognition Period

$3.04 - $22.95

10,504

$

122

7 years

$

13.13

5,098

$

81

$

20

2 years

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Income Taxes (Components Of Net Deferred Income Tax Liability) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013
Income Taxes [Abstract]
Allowance for doubtful accounts	$ 3	$ 3
Deferred gain on sale-leaseback	13	14
Accrued liabilities and reserves	58	34
Inventories	10	9
Net operating loss carryforward	248	343
Alternative minimum tax (AMT) credit carryforward	9	9
Research and development credit carryforward	22
Federal and state tax credits	13	14
Other	9	7
Total deferred tax assets	385	433
Valuation allowance	(56)	(59)
Total deferred tax assets, net of valuation allowance	329	374
Property, plant and equipment	157	187
Intangible assets	279	300
Debt extinguishment	107	132
Other	6	1
Total deferred tax liabilities	549	620
Net deferred tax liability	$ (220)	$ (246)

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Quarterly Financial Data

12 Months Ended

Sep. 27, 2014

Quarterly Financial Data [Abstract]

Quarterly Financial Data

16. Quarterly Financial Data (Unaudited)

The following table contains selected unaudited quarterly financial data for fiscal years 2014 and 2013.

		2014								2013
		First		Second		Third		Fourth		First			Second		Third		Fourth
Net sales	$	1,140	$	1,210	$	1,298	$	1,310	$	1,072		$	1,150	$	1,221	$	1,204
Cost of sales		964		1,023		1,089		1,114		895			936		998		1,006
Gross profit		176		187		209		196		177			214		223		198
Net income (loss)
attributable to the Company	$	6	$	12	$	15	$	29	$	(10	)	$	1	$	40	$	26
Net income (loss)
attributable to the Company
per share:
Basic		0.05		0.10		0.13		0.25		(0.09	)		0.01		0.35		0.23
Diluted		0.05		0.10		0.12		0.24		(0.09	)		0.01		0.33		0.22

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Segment And Geographic Data (Tables)

12 Months Ended

Sep. 27, 2014

Segment And Geographic Data [Abstract]

Summary Of Selected Information By Reportable Segment

		2014		2013		2012
Net sales
Rigid Open Top	$	1,110	$	1,127	$	1,229
Rigid Closed Top		1,469		1,387		1,438
Engineered Materials		1,455		1,397		1,362
Flexible Packaging		924		736		737
Total	$	4,958	$	4,647	$	4,766
Operating income (loss)
Rigid Open Top	$	34	$	123	$	159
Rigid Closed Top		132		130		95
Engineered Materials		125		116		70
Flexible Packaging		25		17		1
Total	$	316	$	386	$	325
Depreciation and amortization
Rigid Open Top	$	92	$	90	$	90
Rigid Closed Top		133		129		135
Engineered Materials		76		71		71
Flexible Packaging		57		51		59
Total	$	358	$	341	$	355

Summary Of Assets And Goodwill By Segment

Total assets		2014		2013
Rigid Open Top	$	1,808	$	1,805
Rigid Closed Top		1,966		1,964
Engineered Materials		722		817
Flexible Packaging		772		549
	$	5,268	$	5,135

Goodwill		2014		2013
Rigid Open Top	$	681	$	681
Rigid Closed Top		827		831
Engineered Materials		71		73
Flexible Packaging		80		49
	$	1,659	$	1,634

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Basis Of Presentation And Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Sep. 27, 2014

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Consolidation

The consolidated financial statements include the accounts of Berry and its subsidiaries, all of which includes our wholly owned and majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Where our ownership of consolidated subsidiaries is less than 100% the non-controlling interests are reflected in Non-controlling interest and Redeemable non.- controlling interests.

Revenue Recognition

Revenue Recognition

Revenue from the sales of products is recognized at the time title and risks and rewards of ownership pass to the customer, there is persuasive evidence of an arrangement, the sales price is fixed and determinable and collection is reasonably assured. Provisions for certain rebates, sales incentives, trade promotions, coupons, product returns and discounts to customers are accounted for as reductions in gross sales to arrive at net sales. In accordance with the Revenue Recognition standards of the Accounting Standards Codification (Codification or ASC), the Company provides for these items as reductions of revenue at the later of the date of the sale or the date the incentive is offered. These provisions are based on estimates derived from current program requirements and historical experience.

Shipping, handling, purchasing, receiving, inspecting, warehousing, and other costs of distribution are presented in Cost of goods sold in the Consolidated Statements of Income. The Company classifies amounts charged to its customers for shipping and handling in Net sales in the Consolidated Statements of Income.

Purchases Of Raw Materials And Concentration Of Risk

Purchases of Raw Materials and Concentration of Risk

The largest supplier of the Companys total resin material requirements represented approximately 22% of purchases in fiscal 2014. The Company uses a variety of suppliers to meet its resin requirements.

Research And Development

Research and Development

Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $32 million, $28 million, and $25 million in fiscal 2014, 2013, and 2012, respectively.

Stock-Based Compensation

Stock-Based Compensation

The compensation guidance of the FASB requires that the compensation cost relating to share-based payment transactions be recognized in financial statements based on alternative fair value models. The share-based compensation cost is measured based on the fair value of the equity or liability instruments issued. The Companys share-based compensation plan is more fully described in Note 12. The Company recorded total stock compensation expense of $15 million, $16 million, and $2 million for fiscal 2014, 2013 and 2012, respectively.

In August 2013, the Company recorded an $8 million stock compensation charge related to certain modifications to the Berry Plastics Group Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (collectively, the "Plans"), and amended outstanding non-qualified stock option agreements to reflect such modifications. The modifications, include (i) accelerated vesting of all unvested options upon an employee's death or permanent disability (ii) in the event of an employee's qualified retirement, continuation of the normal vesting period applicable to the retiree's unvested options, as well as an extension of the exercise period to the end of the original ten-year term of the retiree's vested options and (iii) all unvested options and stock appreciation rights that were subject to performance-based vesting criteria as of January 1, 2013 (excluding certain IRR performance-based options) were modified to time-based vesting.

The Company utilizes the Black-Scholes option valuation model for estimating the fair value of the stock options. The model allows for the use of a range of assumptions. Expected volatilities utilized in the Black-Scholes model are based on implied volatilities from traded stocks of peer companies. Similarly, the dividend yield is based on historical experience and the estimate of future dividend yields. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The Companys options have a ten year contractual life. For purposes of the valuation model in fiscal 2014 and fiscal 2013, the Company used the simplified method for determining the granted options expected lives. The fair value for options granted has been estimated at the date of grant using a Black-Scholes model, with the following weighted average assumptions:

			Fiscal year
	2014		2013		2012
Risk-free interest rate	1.3	%	0.6	%	0.6- 0.9	%
Dividend yield	0.0	%	0.0	%	0.0	%
Volatility factor	.33		.38		.38
Expected option life	7 years		7 years		5 years

Foreign Currency

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 income (loss) within stockholders equity. Gains and losses resulting from foreign currency transactions, the amounts of which are not material in any period presented are included in the Consolidated Statements of Income.

Cash And Cash Equivalents

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.

Allowance For Doubtful Accounts

Allowance for Doubtful Accounts

The Companys accounts receivable and related allowance for doubtful accounts are analyzed in detail on a quarterly basis and all significant customers with delinquent balances are reviewed to determine future collectability. The determinations are based on legal issues (such as bankruptcy status), past history, current financial and credit agency reports, and the experience of the credit representatives. Reserves are established in the quarter in which the Company makes the determination that the account is deemed uncollectible. The Company maintains additional reserves based on its historical bad debt experience. The following table summarizes the activity for fiscal 2014, 2013 and 2012 for the allowance for doubtful accounts:

		2014		2013			2012
Allowance for doubtful accounts, beginning	$	3	$	3		$	4
Bad debt expense		-		1			1
Write-offs against allowance				(1	)		(2	)
Allowance for doubtful accounts, ending	$	3	$	3		$	3

Inventories

Inventories

Inventories are stated at the lower of cost or market 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. The cost of spare parts inventory is charged to manufacturing overhead expense when incurred. 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 as of fiscal 2014 and 2013 was:

Inventories:		2014		2013
Finished goods	$	353	$	335
Raw materials		251		240
	$	604	$	575

Property, Plant And Equipment

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 25 years for buildings and improvements, two to 10 years for machinery, equipment, and tooling and over the term of the agreement for capital 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. The Company capitalized interest of $6 million, $5 million, and $5 million in fiscal 2014, 2013, and 2012, respectively. Property, plant and equipment as of fiscal 2014 and 2013 was:

Property, plant and equipment:		2014			2013
Land, buildings and improvements	$	363		$	302
Equipment and construction in progress		2,509			2,241
		2,872			2,543
Less accumulated depreciation		(1,508	)		(1,277	)
	$	1,364		$	1,266

Long-Lived Assets

Long-lived Assets

Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment at the product line level in accordance with the Property, Plant and Equipment standard of the ASC whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an assets 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. Fair value is determined based upon discounted cash flows or appraisals as appropriate. Long-lived assets that are held for sale are reported at the lower of the assets carrying amount or fair value less costs related to the assets disposition. We recorded impairment charges totaling $7 million, $5 million, and $20 million to write-down long-lived assets to their net realizable valuables during fiscal years 2014, 2013, and 2012 respectively.

Goodwill

Goodwill

The Company follows the principles provided by the Goodwill and Other Intangibles standard of the ASC. Goodwill is not amortized but rather tested annually for impairment. The Company performs their annual impairment test on the first day of the fourth quarter in each respective fiscal year. The Company has recognized cumulative charges for goodwill impairment of $165 million which occurred in fiscal 2011 For purposes of conducting our annual goodwill impairment test, the

Company determined that we have six reporting units, Open Top, Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes. Tapes and Engineered Films comprise the Engineered Materials operating segment. Flexible Packaging and International comprise the Flexible Packaging segment. Our International reporting units goodwill primarily derived from the current year P&B and C&C acquisitions. We determined that each of the components within our respective reporting units should be aggregated. We reached this conclusion because within each of our reporting units, we have similar products, management oversight, production processes and markets served which allow us to share assets and resources across the product lines. We regularly re-align our production equipment and manufacturing facilities in order to take advantage of cost savings opportunities, obtain synergies and create manufacturing efficiencies. In addition, we utilize our research and development centers, design center, tool shops, and graphics center which all provide benefits to each of the reporting units and work on new products that can not only benefit one product line, but can benefit multiple product lines. We also believe that the goodwill is recoverable from the overall operations of the unit given the similarity in production processes, synergies from leveraging the combined resources, common raw materials, common research and development, similar margins and similar distribution methodologies. In fiscal 2014, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount. Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated for the Rigid Closed Top, Engineered Films, Flexible Packaging, International and Tapes reporting units. Due to the decline in operating income in the Rigid Open Top reporting unit during fiscal 2014, we completed step 1 of the impairment test which indicated no impairment existed. In fiscal 2013, the Company applied the qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit may be less than the carrying amount. Based on our review of prior quantitative tests, changes in the carrying values, operating results, relevant market data and other factors we determined that no impairment was indicated and we did not perform a two-step impairment test. In fiscal 2012, we completed step 1 of the impairment test for all the reporting units and no impairment was indicated.

The changes in the carrying amount of goodwill by reportable segment are as follows:

		Rigid Open		Rigid Closed			Engineered			Flexible
		Top		Top			Materials			Packaging		Total
Balance as of fiscal 2012	$	681	$	832		$	73		$	40	$	1,626
Foreign currency translation adjustment		-		(1	)		1			-		-
Acquisitions (realignment), net		-		-			(1	)		9		8
Balance as of fiscal 2013	$	681	$	831		$	73		$	49	$	1,634
Foreign currency translation adjustment		-		(2	)		(2	)		-		(4	)
Acquisitions (realignment), net		-		(2	)		-			31		29
Balance as of fiscal 2014	$	681	$	827		$	71		$	80	$	1,659

Deferred Financing Fees

Deferred Financing Fees

Deferred financing fees are being amortized to interest expense using the effective interest method over the lives of the respective debt agreements.

Intangible Assets

Intangible Assets

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 which range from 11 to 20 years. Trademarks that are expected to remain in use, which are indefinite lived intangible assets, are required to be reviewed for impairment annually. Technology intangibles are being amortized using the straight-line method over the estimated life of the technology which is 11 years. License intangibles are being amortized using the straight-line method over the life of the license which is 10 years. Patent intangibles are being amortized using the straight-line method over the shorter of the estimated life of the technology or the patent expiration date ranging from 10 to 20 years, with a weighted-average life of 15 years. The Company evaluates the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. We completed the annual impairment test of our indefinite lived tradenames and noted no impairment. The Company recorded a $5 million impairment charge related to the exit of certain operations in fiscal 2013.

		Customer						Other			Accumulated
		Relationships			Trademarks			Intangibles			Amortization			Total
Balance as of fiscal 2012	$	1,153		$	289		$	99		$	(584	)	$	957
Adjustment for income taxes		(7	)		(1	)		5			(2	)		(5	)
Foreign currency translation adjustment		-			-			2			-			2
Write-off of fully amortized intangibles		-			(5	)		(1	)		6			-
Amortization expense		-			-			-			(105	)		(105	)
Impairment of intangibles		(21	)		(1	)		-			17			(5	)
Balance as of fiscal 2013	$	1,134		$	283		$	107		$	(668	)	$	856
Adjustment for income taxes		(2	)		-			(1	)		-			(3)
Foreign currency translation adjustment		(3	)		(1	)		(2	)		4			(2	)
Amortization expense		-			-			-			(102	)		(102	)
Acquisition intangibles		38			-			5			-			43
Balance as of fiscal 2014	$	1,167		$	282		$	109		$	(766	)	$	792

Insurable Liabilities

Insurable Liabilities

The Company records liabilities for the self-insured portion of workers compensation, health, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated based upon historical claims experience.

Income Taxes

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 Companys 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 Companys 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 Companys ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the United States.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive losses include net unrealized gains or losses resulting from currency translations of foreign subsidiaries, changes in the value of our derivative instruments and adjustments to the pension liability.

The accumulated balances related to each component of other comprehensive income (loss) were as follows (amounts below are net of taxes):

					Defined Benefit
		Currency			Pension and Retiree			Interest Rate			Accumulated Other
		Translation			Health Benefit Plans			Hedges			Comprehensive Loss
Balance as of fiscal 2011	$	(21	)	$	(21	)	$	(6	)	$	(48	)
Other comprehensive income (loss)		6			(14	)		4			(4	)
Tax expense (benefit)		-			6			(1	)		5
Balance as of fiscal 2012	$	(15	)	$	(29	)	$	(3	)	$	(47	)
Other comprehensive income (loss)		(5	)		34			20			49
Tax benefit		-			(13	)		(7	)		(20	)
Balance as of fiscal 2013	$	(20	)	$	(8	)	$	10		$	(18	)
Other comprehensive loss		(16	)		(11	)		(3	)		(30	)
Tax expense		-			4			1			5
Balance as of fiscal 2014	$	(36	)	$	(15	)	$	8		$	(43	)

Accrued Rebates

Accrued Rebates

The Company offers various rebates to customers based on purchases. These rebate programs are individually negotiated with customers and contain a variety of different terms and conditions. Certain rebates are calculated as flat percentages of purchases, while others included tiered volume incentives. These rebates may be payable monthly, quarterly, or annually. The calculation of the accrued rebate balance involves significant management estimates, especially where the terms of the rebate involve tiered volume levels that require estimates of expected annual sales. These provisions are based on estimates derived from current program requirements and historical experience. The accrual for customer rebates was $50 million and $55 million at the end of fiscal 2014 and 2013, respectively and is included in Accrued expenses and other current liabilities.

Pension

Pension

Pension benefit costs include assumptions for the discount rate, retirement age, and expected return on plan assets. Retiree medical plan costs include assumptions for the discount rate, retirement age, and health-care-cost trend rates. Periodically, the Company evaluates the discount rate and the expected return on plan assets in its defined benefit pension and retiree health benefit plans. In evaluating these assumptions, the Company considers many factors, including an evaluation of the discount rates, expected return on plan assets and the health-care-cost trend rates of other companies; historical assumptions compared with actual results; an analysis of current market conditions and asset allocations; and the views of advisers.

Net Income Per Share

Net Income Per Share

The Company calculates basic net income per share based on the weighted-average number of outstanding common shares. The Company calculates diluted net income per share based on the weighted-average number of outstanding common shares plus the effect of dilutive securities

Use Of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management 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 occur.

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Retirement Plan (Schedule Of Projected Benefit Obligations And Change In Fair Value Of Plan Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Defined Benefit Plan Disclosure [Line Items]
Service cost
Interest cost	8	7	8
Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
PBO at beginning of period	178	207
Interest cost	8	7
Actuarial loss (gain)	15	(27)
Benefits paid	(9)	(9)
PBO at end of period	192	178
Plan assets at beginning of period	141	129
Actual return on plan assets	15	14
Company contributions	7	7
Plan assets at end of period	154	141
Net amount recognized	(38)	(37)
Retiree Health Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
PBO at beginning of period		3
Benefits paid		(1)
PBO at end of period	2	2
Net amount recognized	$ (2)	$ (2)

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Cash Flows from Operating Activities:
Consolidated net income	$ 63	$ 57	$ 2
Net income attributable to non-controlling interests	1
Net income (loss)	62	57	2
Adjustments to reconcile net cash from operating activities:
Depreciation	256	236	246
Amortization of intangibles	102	105	109
Non-cash interest expense	7	14	24
Debt extinguishment	35	64
Settlement of interest rate hedge		16
Stock compensation expense	15	16	2
Deferred income tax	(4)	22	1
Impairment of long-lived assets	7	6	20
Other non-cash items	(3)	(6)	3
Changes in operating assets and liabilities:
Accounts receivable, net	5	3	95
Inventories	19	(43)	37
Prepaid expenses and other assets	(1)	15	(7)
Accounts payable and other liabilities	30	(41)	(53)
Net cash from operating activities	530	464	479
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(215)	(239)	(230)
Proceeds from sale of assets	19	18	30
Acquisitions of business, net of cash acquired	(226)	(24)	(55)
Net cash from investing activities	(422)	(245)	(255)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings	1,627	1,391	2
Repayment of long-term borrowings	(1,687)	(1,978)	(175)
Proceeds from issuance of common stock	17	27
Repayment of notes receivable		2
Purchase of common stock			(6)
Payment of tax receivable agreement	(32)	(5)
Debt financing costs	(44)	(39)
Proceeds from initial public offering		438
Net cash from financing activities	(119)	(164)	(179)
Effect of exchange rate changes on cash	(2)
Net increase (decrease) in cash and cash equivalents	(13)	55	45
Cash and cash equivalents at beginning of period	142	87	42
Cash and cash equivalents at end of period	$ 129	$ 142	$ 87

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 27, 2014	Sep. 28, 2013
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	117,999,870	115,895,927
Common stock, shares outstanding	117,929,386	115,825,443

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Related Party Transactions

12 Months Ended

Sep. 27, 2014

Related Party Transactions [Abstract]

Related Party Transactions

11. Related Party Transactions

Management Fee

Prior to the initial public offering, the Company was charged a management fee by affiliates of Apollo and Graham for the provision of management consulting and advisory services provided throughout the year. The management fee was the greater of $3 million or 1.25% of adjusted EBITDA. The management fees are classified in Selling, general, and administrative in the Statement of Operations. The management services agreement with Apollo and Graham terminated upon completion of the initial public offering.

Total management fees charged by Apollo and Graham were $9 million in fiscal 2012. The Company paid $8 million to entities affiliated with Apollo and $1 million to entities affiliated with Graham for fiscal 2012. In connection with the Rexam SBC acquisition, Berry management and the sponsors received a transaction fee of $5 million in fiscal 2012.

Other Related Party Transactions

In connection with the term loan refinancing entered into in January 2014 (see Note 6), the Company paid a $1 million underwriting fee to Apollo Global Securities, LLC, an affiliate of Apollo that served as a manager of the offering.

In connection with the initial public offering, the Company entered into an income tax receivable agreement ("TRA") that provides for the payment to pre-initial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of our and our subsidiaries net operating losses attributable to periods prior to the initial public offering. The Company made $32 million of payments related to the tax receivable agreement in the first fiscal quarter of 2014, of which Apollo received $28 million.

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Quarterly Financial Data (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Quarterly Financial Data [Abstract]
Net sales	$ 1,310	$ 1,298	$ 1,210	$ 1,140	$ 1,204	$ 1,221	$ 1,150	$ 1,072	$ 4,958	$ 4,647	$ 4,766
Cost of sales	1,114	1,089	1,023	964	1,006	998	936	895	4,190	3,835	3,984
Gross profit	196	209	187	176	198	223	214	177
Net income (loss) attributable to the Company	$ 29	$ 15	$ 12	$ 6	$ 26	$ 40	$ 1	$ (10)	$ 62	$ 57	$ 2
Earnings Per Share, Basic	$ 0.25	$ 0.13	$ 0.10	$ 0.05	$ 0.23	$ 0.35	$ 0.01	$ (0.09)	$ 0.53	$ 0.50	$ 0.02
Earnings Per Share, Diluted	$ 0.24	$ 0.12	$ 0.10	$ 0.05	$ 0.22	$ 0.33	$ 0.01	$ (0.09)	$ 0.51	$ 0.48	$ 0.02

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Document And Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Nov. 21, 2014	Mar. 28, 2014
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Sep. 27, 2014
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014
Entity Registrant Name	BERRY PLASTICS GROUP INC
Entity Central Index Key	0001378992
Trading Symbol	bery
Current Fiscal Year End Date	--09-27
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		118.2
Entity Voluntary Filers	No
Entity Public Float			$ 2.1
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	Yes

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Stockholders Equity

12 Months Ended

Sep. 27, 2014

Stockholders Equity [Abstract]

Stockholders Equity

12. Stockholders Equity

Equity Incentive Plans

In connection with Apollos acquisition of the Company, we adopted an equity incentive plan pursuant to which options to acquire up to 7,071,337 shares of the Companys common stock may be granted. Prior to fiscal 2011, the plan was amended to allow for an additional 5,267,500 options to be granted.

In connection with the initial public offering, the Company adopted the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan, which authorized the issuance of up to 9,297,750 shares of common stock pursuant to the grant or exercise of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards.

In August 2013, the Company recorded an $8 million stock compensation charge related to certain modifications to the Berry Plastics Group Inc. 2006 Equity Incentive Plan and the Berry Plastics Group, Inc. 2012 Long-Term Incentive Plan (collectively, the "Plans"). The modifications include (i) accelerated vesting of all unvested options upon an employee's death or termination by the Company by reason of an employees permanent disability, (ii) in the event of an employee's qualified retirement, continuation of the normal vesting period applicable to the retiree's unvested options, as well as an extension of the exercise period to the end of the original ten-year term of the retiree's vested options and (iii) all unvested options and stock appreciation rights that were subject to performance-based vesting criteria as of January 1, 2013 (excluding certain IRR performance-based options) were modified to time-based vesting.

The Company recognized total stock-based compensation expense of $15 million, $16 million, and $2 million for fiscal 2014, 2013 and 2012. The intrinsic value of options exercised in fiscal 2014 was $32 million.

Information related to the equity incentive plans as of the fiscal year-end 2014 and 2013 is as follows:

	2014					2013
		Number			Weighted		Number			Weighted
		Of			Average		Of			Average
		Shares			Exercise		Shares			Exercise
		(in thousands)			Price		(in thousands)			Price
Options outstanding, beginning of period		10,035		$	9.96		10,741		$	7.76
Options granted		2,727			21.02		2,819			16.01
Options exercised		(2,137	)		8.19		(3,333	)		7.97
Options forfeited or cancelled		(121	)		15.20		(192	)		10.14
Options outstanding, end of period		10,504		$	13.13		10,035		$	9.96
Option price range at end of period	$	3.04-22.95				$	3.04-17.59
Options exercisable at end of period		5,098					5,182
Options available for grant at period end		5,349					8,076
Weighted average fair value of options granted
during period	$	7.53				$	6.15

56

The fair value for options granted has been estimated at the date of grant using a Black-Scholes model, generally with the following weighted average assumptions:

	2014	2013	2012
Risk-free interest rate	1.3%	.6%	.6-.9%
Dividend yield	0.00%	0.00%	0.00%
Volatility factor	.33	.38	0.38
Expected option life	7 years	7 years	5 years

The following table summarizes information about the options outstanding as of fiscal 2014:

Range of Exercise

Number

Intrinsic Value

Weighted Remaining

Weighted

Number

Intrinsic Value

Unrecognized

Weighted

Prices

Outstanding

of Outstanding

Contractual Life

Exercise Price

Exercisable

of Exercisable

Compensation

Recognition Period

$3.04 - $22.95

10,504

$

122

7 years

$

13.13

5,098

$

81

$

20

2 years

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Stockholders Equity (Schedule Of Stock Option Activity) (Details) (USD $)	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Stockholders Equity [Abstract]
Options outstanding, beginning of period	10,035	10,741
Options granted	2,727	2,819
Options exercised or cash settled	(2,137)	(3,333)
Options forfeited or cancelled	(121)	(192)
Options outstanding, end of period	10,504	10,035
Options outstanding, beginning of period, weighted average exercise price	$ 9.96	$ 7.76
Options granted, weighted average exercise price	$ 21.02	$ 16.01
Options exercised or cash settled, weighted average exercise price	$ 8.19	$ 7.97
Options forfeited or cancelled, weighted average exercise price	$ 15.20	$ 10.14
Options outstanding, end of period, weighted average exercise price	$ 13.13	$ 9.96
Range of exercise price, lower limit	$ 3.04	$ 3.04
Range of exercise price, upper limit	$ 22.95	$ 17.59
Options exercisable at end of period	5,098	5,182
Options available for grant at period end	5,349	8,076

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Guarantor And Non-Guarantor Financial Information (Condensed Supplemental Consolidated Statements Of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Oct. 01, 2011
Condensed Consolidating Financial Information [Line Items]
Cash Flow from Operating Activities	$ 530	$ 464	$ 479
Purchase of property, plant and equipment	(215)	(239)	(230)
Proceeds from disposal of assets	19	18	30
Equity in net income of subsidiaries	1
Acquisition of business net of cash acquired	(226)	(24)	(55)
Net cash from investing activities	(422)	(245)	(255)
Proceeds from long-term debt	1,627	1,391	2
IPO proceeds		438
Payment of TRA	(32)	(5)
Proceeds from issuance of common stock	17	27
Repayment of notes receivable		2
Equity contributions (distributions), net			(6)
Repayments on long-term debt	(1,687)	(1,978)	(175)
Debt repurchase premium	(44)	(39)
Net cash from financing activities	(119)	(164)	(179)
Net increase (decrease) in cash and cash equivalents	(13)	55	45	45
Cash and cash equivalents at beginning of period	142	87	42
Cash and cash equivalents at end of period	129	142	87	42
Parent Company [Member]
Condensed Consolidating Financial Information [Line Items]
(Contributions) distributions to/from subsidiaries	723	(462)	16
Net cash from investing activities	723	(462)	16
IPO proceeds		438
Payment of TRA	(32)	(5)
Proceeds from issuance of common stock	17	27
Repayment of notes receivable		2
Repayments on long-term debt	(740)		(16)
Changes in intercompany balances	32
Net cash from financing activities	(723)	462	(16)
Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Cash Flow from Operating Activities	473	417	504
Purchase of property, plant and equipment	(200)	(218)	(209)
Proceeds from disposal of assets	19	17	30
Acquisition of business net of cash acquired	(136)	(24)	7
Net cash from investing activities	(317)	(225)	(172)
Changes in intercompany balances	(141)	(192)	(337)
Net cash from financing activities	(141)	(192)	(337)
Net increase (decrease) in cash and cash equivalents	15			(5)
Cash and cash equivalents at beginning of period			5
Cash and cash equivalents at end of period	15			5
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Cash Flow from Operating Activities	30	36	(3)
Purchase of property, plant and equipment	(9)	(14)	(12)
Equity in net income of subsidiaries		(21)
(Contributions) distributions to/from subsidiaries	721
Investment in parent			(4)
Acquisition of business net of cash acquired	(90)		(62)
Net cash from investing activities	622	(35)	(78)
Proceeds from long-term debt			2
Repayments on long-term debt		(2)
Changes in intercompany balances	89	(15)	79
Contribution from Issuer	(721)	21	4
Net cash from financing activities	(632)	4	85
Net increase (decrease) in cash and cash equivalents	18	5		4
Cash and cash equivalents at beginning of period	26	21	17
Cash and cash equivalents at end of period	44	26	21	17
Eliminations [Member]
Condensed Consolidating Financial Information [Line Items]
Equity in net income of subsidiaries		21
(Contributions) distributions to/from subsidiaries	(1,442)	21	4
Intercompany advances (repayments)	(20)	(210)	(258)
Investment in parent			4
Net cash from investing activities	(1,462)	(168)	(250)
Payment of TRA		5
Repayment of notes receivable		(2)
Repayments on long-term debt	721	(21)	(4)
Changes in intercompany balances	20	207	258
Contribution from Issuer	721	(21)	(4)
Net cash from financing activities	1,462	168	250
Issuer [Member]
Condensed Consolidating Financial Information [Line Items]
Cash Flow from Operating Activities	27	11	(22)
Purchase of property, plant and equipment	(6)	(7)	(9)
Proceeds from disposal of assets		1
(Contributions) distributions to/from subsidiaries	(2)	441	(20)
Intercompany advances (repayments)	20	210	258
Net cash from investing activities	12	645	229
Proceeds from long-term debt	1,627	1,391
Payment of TRA		(5)
Repayment of notes receivable		2
Equity contributions (distributions), net			(6)
Repayments on long-term debt	(1,668)	(1,955)	(155)
Debt repurchase premium	(44)	(39)
Net cash from financing activities	(85)	(606)	(161)
Net increase (decrease) in cash and cash equivalents	(46)	50		46
Cash and cash equivalents at beginning of period	116	66	20
Cash and cash equivalents at end of period	$ 70	$ 116	$ 66	$ 20

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Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Consolidated Statements Of Operations And Comprehensive Income [Abstract]
Net sales	$ 4,958	$ 4,647	$ 4,766
Costs and expenses:
Cost of goods sold	4,190	3,835	3,984
Selling, general and administrative	320	307	317
Amortization of intangibles	102	105	109
Restructuring and impairment charges	30	14	31
Operating income	316	386	325
Debt extinguishment	35	64
Other income, net	7	7	7
Interest expense, net	221	244	328
Income (loss) before income taxes	67	85	4
Income tax expense (benefit)	4	28	2
Consolidated net income	63	57	2
Net income attributable to noncontrolling interests	1
Net income (loss) attributable to the Company	$ 62	$ 57	$ 2
Net income per share:
Basic (see footnote 14)	$ 0.53	$ 0.50	$ 0.02
Diluted (see footnote 14)	$ 0.51	$ 0.48	$ 0.02

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Lease And Other Commitments And Contingencies

12 Months Ended

Sep. 27, 2014

Lease And Other Commitments And Contingencies [Abstract]

Lease And Other Commitments And Contingencies

6. Lease and Other Commitments and Contingencies

The Company leases certain property, plant and equipment under long-term lease agreements. Property, plant, and equipment under capital leases are reflected on the Companys balance sheet as owned. The Company entered into new capital lease obligations totaling $45 million, $49 million, and $7 million during fiscal 2014, 2013, and 2012, respectively, with various lease expiration dates through 2021. The Company records amortization of capital leases in Cost of goods sold in the Consolidated Statement of Operations. Assets under operating leases are not recorded on the Companys balance sheet. Operating leases expire at various dates in the future with certain leases containing renewal options. The Company had minimum lease payments or contingent rentals of $24 million and $16 million and asset retirement obligations of $7 million and $6 million as of fiscal 2014 and 2013, respectively. Total rental expense from operating leases was $54 million, $53 million, and $56 million in fiscal 2014, 2013, and 2012, respectively.

Future minimum lease payments for capital leases and non-cancellable operating leases with initial terms in excess of one year as of fiscal year-end 2014, are as follows:

		Capital Leases			Operating Leases
2015	$	34		$	46
2016		27			43
2017		19			39
2018		18			33
2019		16			27
Thereafter		31			143
		145		$	331
Less: amount representing interest		(16	)
Present value of net minimum lease payments	$	129

In September 2012, the Company entered into a sale-leaseback transaction pursuant to which it sold its warehouse facility located in Lawrence , Kansas. The Company received net proceeds of $20 million and resulted in the Company realizing a deferred gain of $1 million which will be offset against the future lease payments over the life of the lease.

The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Companys 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 financial position, results of operations or cash flows. The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.

At the end of fiscal 2014, the Company employed over 16,000 employees. Approximately 11% of the Companys employees are covered by collective bargaining agreements.  One of our twelve agreements, covering approximately 30 employees, was scheduled for renegotiation in October 2014 and was recently extended for three years. There are an additional five agreements, representing approximately 60% of the remaining employees, due for renegotiation in fiscal 2015. The remaining agreements expire after fiscal 2015. Our relations with employees under collective bargaining agreements remain satisfactory and there have been no significant work stoppages or other labor disputes during the past three years.

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Goodwill, Intangible Assets And Deferred Costs

12 Months Ended

Sep. 27, 2014

Goodwill, Intangible Assets And Deferred Costs [Abstract]

Goodwill, Intangible Assets And Deferred Costs

5. Goodwill, Intangible Assets and Deferred Costs

The following table sets forth the gross carrying amount and accumulated amortization of the Companys goodwill, intangible assets and deferred costs as of the fiscal year-end 2014 and 2013:

		2014			2013		Amortization Period
Deferred financing fees							Respective debt
	$	28		$	48
Accumulated amortization		(8	)		(18	)
Deferred financing fees, net		20			30
Goodwill							Indefinite lived
		1,659			1,634
Customer relationships		1,167			1,134		11 20 years
Trademarks (indefinite lived)							Indefinite lived
		207			207
Trademarks (definite lived)							8-15 years
		75			76
Other intangibles		109			107		10-20 years
Accumulated amortization		(766	)		(668	)
Intangible assets, net		792			856
Total goodwill, intangible assets and deferred costs
	$	2,471		$	2,520

Future amortization expense for definite lived intangibles as of fiscal 2014 for the next five fiscal years is $93 million, $85 million, $74 million, $56 million and $51 million each year for fiscal years ending 2015, 2016, 2017, 2018, and 2019, respectively.

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Subsequent Event

12 Months Ended

Sep. 27, 2014

Subsequent Event [Abstract]

Subsequent Event

17. Subsequent Events

In the first fiscal quarter of 2015, the Company made a voluntary principal payment on the term loans of $100 million.

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Segment And Geographic Data

12 Months Ended

Sep. 27, 2014

Segment And Geographic Data [Abstract]

Segment And Geographic Data

13. Segment and Geographic Data

Berrys operations are organized into four reportable segments: Rigid Open Top, Rigid Closed Top, Engineered Materials, and Flexible Packaging. The Company has manufacturing and distribution centers in the United States, Canada, Mexico, Belgium, France, Australia, Germany, Brazil, Malaysia, India, China, and the Netherlands. The North American operation represents 96% of the Companys net sales, 94% of total long-lived assets, and 95% of the total assets. Selected information by reportable segment is presented in the following table.

		2014		2013		2012
Net sales
Rigid Open Top	$	1,110	$	1,127	$	1,229
Rigid Closed Top		1,469		1,387		1,438
Engineered Materials		1,455		1,397		1,362
Flexible Packaging		924		736		737
Total	$	4,958	$	4,647	$	4,766
Operating income (loss)
Rigid Open Top	$	34	$	123	$	159
Rigid Closed Top		132		130		95
Engineered Materials		125		116		70
Flexible Packaging		25		17		1
Total	$	316	$	386	$	325
Depreciation and amortization
Rigid Open Top	$	92	$	90	$	90
Rigid Closed Top		133		129		135
Engineered Materials		76		71		71
Flexible Packaging		57		51		59
Total	$	358	$	341	$	355

Total assets		2014		2013
Rigid Open Top	$	1,808	$	1,805
Rigid Closed Top		1,966		1,964
Engineered Materials		722		817
Flexible Packaging		772		549
	$	5,268	$	5,135

Goodwill		2014		2013
Rigid Open Top	$	681	$	681
Rigid Closed Top		827		831
Engineered Materials		71		73
Flexible Packaging		80		49
	$	1,659	$	1,634

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Segment And Geographic Data (Summary Of Selected Information By Reportable Segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Segment Reporting Information [Line Items]
Net sales	$ 1,310	$ 1,298	$ 1,210	$ 1,140	$ 1,204	$ 1,221	$ 1,150	$ 1,072	$ 4,958	$ 4,647	$ 4,766
Operating income (loss)									316	386	325
Depreciation and amortization									358	341	355
Rigid Open Top [Member]
Segment Reporting Information [Line Items]
Net sales									1,110	1,127	1,229
Operating income (loss)									34	123	159
Depreciation and amortization									92	90	90
Rigid Closed Top [Member]
Segment Reporting Information [Line Items]
Net sales									1,469	1,387	1,438
Operating income (loss)									132	130	95
Depreciation and amortization									133	129	135
Engineered Materials [Member]
Segment Reporting Information [Line Items]
Net sales									1,455	1,397	1,362
Operating income (loss)									125	116	70
Depreciation and amortization									76	71	71
Flexible Packaging [Member]
Segment Reporting Information [Line Items]
Net sales									924	736	737
Operating income (loss)									25	17	1
Depreciation and amortization									57	51	59
Parent Company [Member] | Rigid Open Top [Member]
Segment Reporting Information [Line Items]
Net sales									111
Parent Company [Member] | Rigid Closed Top [Member]
Segment Reporting Information [Line Items]
Net sales									14
Parent Company [Member] | Engineered Materials [Member]
Segment Reporting Information [Line Items]
Net sales									9
Parent Company [Member] | Flexible Packaging [Member]
Segment Reporting Information [Line Items]
Net sales									$ 28

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Retirement Plan

12 Months Ended

Sep. 27, 2014

Retirement Plan [Abstract]

Retirement Plan

9. Retirement Plan

The Company maintains three defined benefit pension plans which cover certain manufacturing facilities. The Company also maintains a retiree health plan, which covers certain healthcare and life insurance benefits for certain retired employees and their spouses. Each of the three defined benefit plans and the retiree health plan are frozen plans. The Company uses fiscal year-end as a measurement date for the retirement plans.

The Company sponsors two defined contribution 401(k) retirement plans covering substantially all employees. Contributions are based upon a fixed dollar amount for employees who participate and percentages of employee contributions at specified thresholds. Contribution expense for these plans was $8 million, $7 million, and $7 million for fiscal 2014, 2013, and 2012, respectively.

The projected benefit obligations of the Companys plans presented herein are equal to the accumulated benefit obligations of such plans.  The net amount of liability recognized is included in Other long-term liabilities on the Consolidated Balance Sheets.

		Defined Benefit Pension Plans						Retiree Health Plan
		2014			2013			2014			2013
Change in Projected Benefit Obligations (PBO)
PBO at beginning of period	$	178		$	207		$	2		$	3
Service cost		-			-			-			-
Interest cost		8			7			-			-
Actuarial loss (gain)		15			(27	)		-			-
Benefits paid		(9	)		(9	)		-			(1	)
PBO at end of period	$	192		$	178		$	2		$	2
Change in Fair Value of Plan Assets
Plan assets at beginning of period	$	141		$	129		$	-		$	-
Actual return on plan assets		15			14			-			-
Company contributions		7			7			-			-
Benefits paid		(9	)		(9	)		-			-
Plan assets at end of period		154			141			-			-
Net amount recognized	$	(38	)	$	(37	)	$	(2	)	$	(2	)

At the end of fiscal 2014 the Company had $30 million of net unrealized losses recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets. The Company expects $2 million to be realized in fiscal 2015.

The following table presents significant weighted-average assumptions used to determine benefit obligation and benefit cost for the fiscal years ended:

	Defined Benefit Pension Plans		Retiree Health Plan
(Percents)	2014	2013	2014	2013
Weighted-average assumptions:
Discount rate for benefit obligation	4.0	4.5	2.9	3.1
Discount rate for net benefit cost	4.5	3.6	3.1	2.4
Expected return on plan assets for net benefit costs	8.0	8.0	N/A	N/A

In evaluating the expected return on plan assets, Berry considered its historical assumptions compared with actual results, an analysis of current market conditions, asset allocations, and the views of advisors. The return on plan assets is derived from target allocations and historical yield by asset type. Health-care-cost trend rates were assumed to increase at an annual rate of 7.0% . A one-percentage-point change in these assumed health care cost trend rates would not have a material impact on our postretirement benefit obligation.

In accordance with the guidance from the FASB for employers disclosure about postretirement benefit plan assets the table below discloses fair values of each pension plan asset category and level within the fair value hierarchy in which it falls. There were no material changes or transfers between level 3 assets and the other levels.

	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	7	$	-	$	-	$	7
U.S. large cap comingled equity funds		-		47		-		47
U.S. mid cap equity mutual funds		27		-		-		27
U.S. small cap equity mutual funds		6		-		-		6
International equity mutual funds		10		-		-		10
Real estate equity investment funds		3		-		-		3
Corporate bond mutual funds		28		-		-		28
Corporate bonds		-		15		-		15
Guaranteed investment account		-		-		11		11
Other (Individual stock)		14		-		-		14
Total	$	81	$	62	$	11	$	154

Fiscal 2013 Asset Category		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	5	$	-	$	-	$	5
U.S. large cap comingled equity funds		-		46		-		46
U.S. mid cap equity mutual funds		15		-		-		15
U.S. small cap equity mutual funds		8		-		-		8
International equity mutual funds		12		-		-		12
Real estate equity investment funds		4		-		-		4
Corporate bond mutual funds		33		-		-		33
Corporate bonds		-		8		-		8
Guaranteed investment account		-		-		10		10
Other		-		-		-		-
Total	$	77	$	54	$	10	$	141

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the fiscal years ending as follows:

		Defined Benefit
		Pension Plans		Retiree Health Plan
2015	$	10	$	-
2016		10		-
2017		10		-
2018		10		-
2019		10		-
2020-2024		55		1

Net pension and retiree health benefit expense included the following components as of fiscal 2014, 2013 and 2012:

		2014			2013			2012
Defined Benefit Pension Plans
Service cost	$	-		$	-		$	-
Interest cost		8			7			8
Amortization		-			3			2
Expected return on plan		(11	)		(10	)		(8	)
Net periodic benefit cost	$	(3	)	$	-		$	2

Our defined benefit pension plan asset allocations as of fiscal year-end 2014 and 2013 are as follows:

	2014		2013
Asset Category
Equity securities and equity-like	60	%	60	%
Debt securities and debt-like	28		29
Other	12		11
Total	100	%	100	%

The Companys retirement plan assets are invested with the objective of providing the plans the ability to fund current and future benefit payment requirements while minimizing annual Company contributions. The retirement plans held $14 million of the Companys stock at the end of fiscal 2014. The Company re-addresses the allocation of its investments on a regular basis.

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Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities (Summary Of Accrued Expenses And Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Extinguishment of Debt [Line Items]
Restructuring Charges	$ 30	$ 14	$ 31
Total accrued liabilities, current	314	276
Accrued expense and other current liabilities [Member]
Extinguishment of Debt [Line Items]
Employee compensation, payroll and other taxes	99	86
Interest	44	45
Rebates	50	55
Restructuring	13	4
Tax receivable agreement obligation	39	32
Other	69	54
Total accrued liabilities, current	$ 314	$ 276

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Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities

12 Months Ended

Sep. 27, 2014

Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities [Abstract]

Accrued Expenses, Other Current Liabilities And Other Long-Term Liabilities

7. Accrued Expenses, Other Current Liabilities and Other Long-Term Liabilities

The following table sets forth the totals included in Accrued expenses and other current liabilities as of fiscal year-end 2014 and 2013.

		2014		2013
Employee compensation, payroll and other taxes	$	99	$	86
Interest		44		45
Rebates		50		55
Restructuring		13		4
Tax receivable agreement obligation		39		32
Other		69		54
	$	314	$	276

The following table sets forth the totals included in Other long-term liabilities as of fiscal year-end 2014 and 2013.

		2014		2013
Lease retirement obligation	$	31	$	22
Sale-lease back deferred gain		30		32
Pension liability		45		43
TRA obligation		234		277
Other		16		13
	$	356	$	387

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Income Taxes

12 Months Ended

Sep. 27, 2014

Income Taxes [Abstract]

Income Taxes

8. Income Taxes

The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided U.S. Federal, State and foreign income taxes.

Significant components of income tax expense (benefit) for the fiscal years ended 2014, 2013 and 2012 are as follows:

		2014			2013			2012
Current
United States
Federal	$	-		$	-		$	(3	)
State		5			2			-
Non-U.S.		3			4			4
Current income tax provision		8			6			1
Deferred:
United States
Federal		3			26			3
State		(5	)		(3	)		(1	)
Non-U.S.		(2	)		(1	)		(1	)
Deferred income tax expense (benefit)		(4	)		22			1
Expense (benefit) for income taxes	$	4		$	28		$	2

U.S. income from continuing operations before income taxes was $58 million, $77 million, and $2 million for fiscal 2014, 2013, and 2012, respectively. Non-U.S. income from continuing operations before income taxes was $9 million, $8 million, and $2 million for fiscal 2014, 2013, and 2012, respectively.

The reconciliation between U.S. Federal income taxes at the statutory rate and the Companys benefit for income taxes on continuing operations for fiscal 2014, 2013, and 2012 are as follows:

		2014			2013			2012
U.S. Federal income tax expense at the statutory rate	$	23		$	29		$	1
Adjustments to reconcile to the income tax provision:
U.S. State income tax expense, net of valuation allowance		5			(1	)		(1	)
Impairment of goodwill		-			-			-
Research and development credits		(20	)		-			-
Permanent differences		(2)			-			1
Transaction costs		-			-			-
Changes in foreign valuation allowance		1			1			1
Rate differences between U.S. and foreign		(1	)		(2	)		1
APB 23		(1	)		-			-
Other		(1	)		1			(1	)
Expense (benefit) for income taxes	$	4		$	28		$	2

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 2014 and 2013 are as follows:

		2014			2013
Deferred tax assets:
Allowance for doubtful accounts	$	3		$	3
Deferred gain on sale-leaseback		13			14
Accrued liabilities and reserves		58			34
Inventories		10			9
Net operating loss carryforward		248			343
Alternative minimum tax (AMT) credit carryforward		9			9
Research and development credit carryforward		22			-
Federal and state tax credits		13			14
Other		9			7
Total deferred tax assets		385			433
Valuation allowance		(56	)		(59	)
Total deferred tax assets, net of valuation allowance		329			374
Deferred tax liabilities:
Property, plant and equipment		157			187
Intangible assets		279			300
Debt extinguishment		107			132
Other		6			1
Total deferred tax liabilities		549			620
Net deferred tax liability	$	(220	)	$	(246	)

In the United States the Company had $601 million of federal net operating loss carryforwards, which will be available to offset future taxable income. As of fiscal year-end 2014, the Company had state and foreign net operating loss carryforwards of $803 and $106 million, respectively, which will be available to offset future taxable income. If not used, the Federal net operating loss carryforwards will expire in future years beginning 2025 through 2031. AMT credit carryforwards totaling $9 million are available to the Company indefinitely to reduce future years Federal income taxes. The state net operating loss carry forwards will expire in future years beginning in 2015 through 2033. The Company has $18 million and $4 million of  of Federal and state Research and Development tax credits, respectively, that will expire in future years beginning 2027 through 2034.

In connection with the initial public offering, the Company entered into an income tax receivable agreement that provides for the payment to pre-initial public offering stockholders, option holders and holders of our stock appreciation rights, 85% of the amount of cash savings, if any, in U.S. federal, foreign, state and local income tax that are actually realized (or are deemed to be realized in the case of a change of control) as a result of the utilization of our and our subsidiaries net operating losses attributable to periods prior to the initial public offering. The Company expects to pay between $313 million and $360 million in cash related to this agreement. This range is based on the Company's assumptions using various items, including valuation analysis and current tax law. The Company recorded an obligation of $313 million which was recognized as a reduction of Paid-in capital on the Consolidated Balance Sheets. The Company made payments of $32 million and $5 million in fiscal 2014 and 2013, The balance at the end of fiscal 2014 was $273 million.

The Company believes that it will not generate sufficient future taxable income to realize the tax benefits in certain foreign jurisdictions related to the deferred tax assets. The Company also has certain state net operating losses that may expire before they are fully utilized. Therefore, the Company has provided a full valuation allowance against certain of its foreign deferred tax assets and a valuation allowance against certain of its state deferred tax assets included within the deferred tax assets.

Prior changes in ownership have created limitations under Sec. 382 of the internal revenue code on annual usage of net operating loss carryforwards. However, all of the Companys Federal net operating loss carryforwards should be available for use within the next five years. As part of the effective tax rate calculation, if we determine that a deferred tax asset arising from temporary differences is not likely to be utilized, we will establish a valuation allowance against that asset to record it at its expected realizable value. The Company has not provided a valuation allowance on its Federal net operating loss carryforwards in the United States because it has determined that future reversals of its temporary taxable differences will occur in the same periods and are of the same nature as the temporary differences giving rise to the deferred tax assets. Our valuation allowance against deferred tax assets was $56 million and $59 million as of fiscal year-end 2014 and 2013, respectively, related to the foreign and U.S. State operations. The Company paid cash taxes of $7 million, $3 million and $2 million in fiscal 2014, 2013, and 2012, respectively.

Uncertain Tax Positions

We adopted the provisions of the Income Taxes standard of the Codification. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with guidance provide by FASB and prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. Our policy to include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes did not change.

The following table summarizes the activity related to our gross unrecognized tax benefits from year-end fiscal 2013 to year-end fiscal 2014:

		2014				2013
Beginning unrecognized tax benefits	$		14		$		8
Gross increases tax positions in prior periods			2				6
Gross increases current period tax positions			1				1
Settlements			(2	)			(1	)
Lapse of statute of limitations			(1	)			-
Ending unrecognized tax benefits	$		14		$		14

The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was $8 million and $7 million for fiscal year-end 2014 and 2013.

As of fiscal year-end 2014, we had $2 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.

We and our subsidiaries are routinely examined by various taxing authorities. Although we file U.S. Federal, U.S. State, and foreign tax returns, our major tax jurisdiction is the U.S. The IRS has completed an examination of our 2003, 2010 and 2011 tax years. Our 2004 2009, 2012 and 2013 tax years remain subject to examination by the IRS. There are various other ongoing audits in various other jurisdictions that are not material to our financial statements.

As of the end of fiscal 2014, we had unremitted earnings from foreign subsidiaries including earnings that have been or are intended to be permanently reinvested for continued use in foreign operations, accordingly, no provision for US Federal or State income taxes has been provided thereon. If distributed, those earnings would result in additional income tax expense at approximately the U.S. statutory rate. Determination of the amount of unrecognized deferred US income tax liability is not practicable due to the complexities associated with its hypothetical calculation.

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Restructuring And Impairment Charges

12 Months Ended

Sep. 27, 2014

Restructuring And Impairment Charges [Abstract]

Restructuring And Impairment Charges

10. Restructuring and Impairment Charges

The Company announced various restructuring plans in the last three fiscal years which included shutting down facilities in all four of the Companys operating segments.

During fiscal 2012, the Company announced the intention to shut down three facilities one each in Rigid Closed Top, Engineered Materials and Flexible Packaging divisions. The affected Rigid Closed Top, Engineered Materials, and Flexible Packaging businesses accounted for approximately $14 million, $71 million, and $24 million of annual net sales, with the majority of the operations transferred to other facilities. During the first fiscal quarter the Company made the decision to exit certain operations in the Engineered Materials division. This decision resulted in non-cash impairment charges of $17 million related to certain customer lists deemed to have no further value and is recorded in Restructuring and impairment charges on the Consolidated Statement of Income. The exited operations were immaterial to the Company and Engineered Materials segment.

During fiscal 2013, the Company made the decision to exit certain operations in the Engineered Materials division. This decision resulted in a non-cash impairment charges of $6 million related to certain intangible assets deemed to have no further value recorded in Restructuring and impairment charges on the Consolidated Statement of income. The exited businesses were immaterial to the Company and the Engineered Materials segment.

During the fiscal 2014, the Company initiated a cost reduction plan designed to deliver meaningful cost savings and improved equipment utilization. This plan resulted in several plant rationalization. The Company announced the intention to shut down four facilities one each in Rigid Open Top, Rigid CLosed Top, Engineered Materials, and Flexible Packaging business accounted for approximately $111 million, $14 million, $9 million, and $28 million of annual net sales, with the majority of the operations transferred to other facilities.

The table below sets forth the Companys estimate of the total cost of the restructuring programs since 2007, the portion recognized through fiscal year-end 2014 and the portion expected to be recognized in a future period:

				Cumulative charges		To be Recognized in
		Expected Total Costs		through Fiscal 2014		Future
Severance and termination benefits	$	21	$	21	$	-
Facility exit costs		24		21		3
Asset impairment		33		33		-
Total	$	78	$	75	$	3

The tables below sets forth the significant components of the restructuring charges recognized for the fiscal years ended 2014 2013 and 2012, by segment:

				Fiscal Year
		2014		2013		2012
Rigid Open Top
Severance & termination benefits	$	2	$	1	$	-
Facility exit costs and other		8		-		-
Asset impairment		3		-		-
Total	$	13	$	1	$	-
Rigid Closed Top
Severance & termination benefits	$	-	$	2	$	3
Facility exit costs and other		2		1		2
Asset impairment		-		-		4
Total	$	2	$	3	$	9
Engineered Materials
Severance & termination benefits	$	2	$	2	$	4
Facility exit costs and other		1		1		2
Asset impairment		4		6		16
Total	$	7	$	9	$	22
Flexible Packaging
Severance & termination benefits	$	5	$	-	$	-
Facility exit costs and other		3		1		-
Asset impairment		-		-		-
Total	$	8	$	1	$	-
Consolidated
Severance & termination benefits	$	9	$	5	$	7
Facility exit costs and other		14		3		4
Asset impairment		7		6		20
Total	$	30	$	14	$	31

The table below sets forth the activity with respect to the restructuring accrual as of fiscal 2014 and 2013:

		Employee			Facility
		Severance			Exit			Non-cash
		and Benefits			Costs			charges			Total
Balance as of fiscal 2012	$	4		$	3		$	-		$	7
Charges		5			3			6			14
Non-cash asset impairment		-			-			(6	)		(6	)
Cash payments		(7	)		(4	)		-			(11	)
Balance as of fiscal 2013		2			2			-			4
Charges		9			14			7			30
Non-cash asset impairment		-			-			(7	)		(7	)
Cash payments		(6	)		(8	)		-			(14	)
Balance as of fiscal 2014	$	5		$	8		$	-		$	13

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Income Taxes (Reconciliation From Federal Income Tax To Tax Benefit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Income Taxes [Abstract]
U.S. Federal income tax expense (benefit) at the statutory rate	$ 23	$ 29	$ 1
U.S. State income tax expense, net of valuation allowance	5	(1)	(1)
Research and development credits	(20)
Permanent differences	(2)		1
Changes in foreign valuation allowance	1	1	1
Rate differences between U.S. and foreign	(1)	(2)	1
APB 23	(1)
Other	(1)	1	(1)
Expense (benefit) for income taxes	$ 4	$ 28	$ 2

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Segment And Geographic Data (Summary Of Assets And Goodwill By Segment) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Segment Reporting Information [Line Items]
Total assets	$ 5,268	$ 5,135
Goodwill	1,659	1,634	1,626
Rigid Open Top [Member]
Segment Reporting Information [Line Items]
Total assets	1,808	1,805
Goodwill	681	681	681
Rigid Closed Top [Member]
Segment Reporting Information [Line Items]
Total assets	1,966	1,964
Goodwill	827	831	832
Engineered Materials [Member]
Segment Reporting Information [Line Items]
Total assets	722	817
Goodwill	71	73	73
Flexible Packaging [Member]
Segment Reporting Information [Line Items]
Total assets	772	549
Goodwill	$ 80	$ 49	$ 40

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Income Taxes (Activity Related To Gross Unrecognized Tax Benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Income Taxes [Abstract]
Beginning unrecognized tax benefits	$ 14	$ 8
Gross increases - tax positions in prior periods	2	6
Gross increases current period tax positions	1	1
Settlements	(2)	(1)
Lapse of statue of limitations	(1)
Ending unrecognized tax benefits	$ 14	$ 14

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Income Taxes (Schedule Of Income Tax Benefit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Income Taxes [Abstract]
Current - Federal			$ (3)
Current - State	5	2
Current - Non-U.S.	3	4	4
Current income tax provision	8	6	1
Deferred - Federal	3	26	3
Deferred - State	(5)	(3)	(1)
Deferred - Non-U.S.	(2)	(1)	(1)
Deferred income tax expense (benefit)	(4)	22	1
Expense (benefit) for income taxes	$ 4	$ 28	$ 2

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Subsequent Event - (Narrative) (Details) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014
Subsequent Event [Member]
Subsequent Event [Line Items]
Principal payment of term loan	$ 100

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Restructuring And Impairment Charges (Tables)

12 Months Ended

Sep. 27, 2014

Restructuring And Impairment Charges [Abstract]

Schedule Of Estimated Costs For Restructuring Programs

				Cumulative charges		To be Recognized in
		Expected Total Costs		through Fiscal 2014		Future
Severance and termination benefits	$	21	$	21	$	-
Facility exit costs		24		21		3
Asset impairment		33		33		-
Total	$	78	$	75	$	3

Components Of Restructuring Charges By Segment

				Fiscal Year
		2014		2013		2012
Rigid Open Top
Severance & termination benefits	$	2	$	1	$	-
Facility exit costs and other		8		-		-
Asset impairment		3		-		-
Total	$	13	$	1	$	-
Rigid Closed Top
Severance & termination benefits	$	-	$	2	$	3
Facility exit costs and other		2		1		2
Asset impairment		-		-		4
Total	$	2	$	3	$	9
Engineered Materials
Severance & termination benefits	$	2	$	2	$	4
Facility exit costs and other		1		1		2
Asset impairment		4		6		16
Total	$	7	$	9	$	22
Flexible Packaging
Severance & termination benefits	$	5	$	-	$	-
Facility exit costs and other		3		1		-
Asset impairment		-		-		-
Total	$	8	$	1	$	-
Consolidated
Severance & termination benefits	$	9	$	5	$	7
Facility exit costs and other		14		3		4
Asset impairment		7		6		20
Total	$	30	$	14	$	31

Schedule Of Restructuring Accrual Costs

		Employee			Facility
		Severance			Exit			Non-cash
		and Benefits			Costs			charges			Total
Balance as of fiscal 2012	$	4		$	3		$	-		$	7
Charges		5			3			6			14
Non-cash asset impairment		-			-			(6	)		(6	)
Cash payments		(7	)		(4	)		-			(11	)
Balance as of fiscal 2013		2			2			-			4
Charges		9			14			7			30
Non-cash asset impairment		-			-			(7	)		(7	)
Cash payments		(6	)		(8	)		-			(14	)
Balance as of fiscal 2014	$	5		$	8		$	-		$	13

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Long-Term Debt (Future Maturities Of Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Sep. 27, 2014
Long-Term Debt [Abstract]
2015	$ 58
2016	49
2017	42
2018	42
2019	40
Thereafter	3,707
Long-term Debt, Total	$ 3,938

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Guarantor And Non-Guarantor Financial Information

12 Months Ended

Sep. 27, 2014

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Guarantor And Non-Guarantor Financial Information

15. Guarantor and Non-Guarantor Financial Information

Berry Plastics Corporation (Issuer) has notes outstanding which are fully, jointly, severally, and unconditionally guaranteed by substantially all of Berrys domestic subsidiaries. Separate narrative information or financial statements of the guarantor subsidiaries have not been included because they are 100% owned by the parent company and the guarantor subsidiaries unconditionally guarantee such debt on a joint and several basis. A guarantee of a guarantor of the securities will terminate upon the following customary circumstances: the sale of the capital stock of such guarantor if such sale complies with the indenture, the designation of such guarantor as an unrestricted subsidiary, the defeasance or discharge of the indenture, as a result of the holders of certain other indebtedness foreclosing on a pledge of the shares of a guarantor subsidiary or if such guarantor no longer guarantees certain other indebtedness of the issuer. The guarantees are also limited as necessary to prevent them from constituting a fraudulent conveyance under applicable law and guarantees guaranteeing subordinated debt are subordinated to certain other of the Companys debts. Presented below is condensed consolidating financial information for the parent, issuer, guarantor subsidiaries and non-guarantor subsidiaries. Our issuer and guarantor financial information includes all of our domestic operating subsidiaries, our non-guarantor subsidiaries include our foreign subsidiaries and BP Parallel, LLC. BP Parallel, LLC is the entity that we established to buyback debt securities of Berry Plastics Group, Inc. and Berry Plastics Corporation. Berry Plastics Group, Inc. uses the equity method to account for its ownership in Berry Plastics Corporation in the Condensed Consolidating Supplemental Financial Statements. Berry Plastics Corporation uses the equity method to account for its ownership in the guarantor and non-guarantor subsidiaries. All consolidating entries are included in the eliminations column along with the elimination of intercompany balances.

Condensed Supplemental Consolidated Statements of Operations

	Fiscal 2014
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
	$	-		$	638		$	3,904		$	3,904		$	-		$	4,958
Cost of goods sold		-			557			3,284			349			-			4,190
Selling, general and administrative		-			52			232			36			-			320
Amortization of intangibles		-			10			84			8			-			102
Restructuring and impairment charges		-			-			30			-			-			30
Operating income		-			19			274			23			-			316
Debt extinguishment		-			35			-			-			-			35
Other income, net		(3	)		-			(4	)		-			-			(7	)
Interest expense, net		34			27			176			(97	)		81			221
Equity in net income of subsidiaries		(98	)		(218	)		-			-			316			-
Income (loss) before income taxes		67			175			102			120			(397	)		67
Income tax expense (benefit)		4			44			-			5			(49	)		4
Consolidated net income (loss)		63			131			102			115			(348	)		63
Net income(loss) attributable to non-controlling interests		1			-			-			-			-			1
Net income(loss) attributable to the Company	$	62		$	131		$	102		$	115		$	(348	)	$	62
Currency translation		-			-			-			(16	)		-			(16	)
Interest rate hedges		-			(3	)		-			-			-			(3	)
Defined benefit pension and retiree benefit plans		-			(11	)		-			-			-			(11	)
Provision for income taxes related to other
comprehensive income items		-			5			-			-			-			5
Comprehensive income (loss)	$	62		$	122		$	102		$	99		$	(348	)	$	37

	Fiscal 2013
										Non-
								Guarantor		Guarantor
		Parent			Issuer			Subsidiaries		Subsidiaries			Eliminations			Total
Net sales	$	-		$	571		$	3,706	$	370		$	-		$	4,647
Cost of sales		-			506			3,021		308			-			3,835
Selling, general and administrative		-			58			314		40			-			412
Restructuring and impairment charges		-			1			13		-			-			14
Operating income		-			6			358		22			-			386
Other income		-			56			1		-			-			57
Interest expense, net		47			24			201		(120	)		92			244
Equity in net income of subsidiaries		(132	)		(297	)		-		-			429			-
Net income (loss) before income taxes		85			223			156		142			(521	)		85
Income tax expense (benefit)		28			80			-		2			(82	)		28
Net income (loss)	$	57		$	143		$	156	$	140		$	(439	)	$	57
Currency translation		-			-			-		(5	)		-			(5	)
Interest rate hedges		-			20			-		-			-			20
Defined benefit pension and retiree benefit plans		-			34			-		-			-			34
Provision for income taxes related to other
comprehensive income items		-			(20	)		-		-			-			(20	)
Comprehensive income (loss)	$	57		$	177		$	156	$	135		$	(439	)	$	86

	Fiscal 2012
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Net sales	$	-		$	579		$	3,829		$	358		$	-		$	4,766
Cost of sales		-			520			3,151			313			-			3,984
Selling, general and administrative expenses		-			62			329			35			-			426
Restructuring and impairment charges, net		-			1			29			1			-			31
Operating income (loss)		-			(4	)		320			9			-			325
Other income		-			(7	)		-			-			-			(7	)
Interest expense, net		54			39			261			(110	)		84			328
Equity in net income of subsidiaries		(58	)		(173	)		-			-			231			-
Net income (loss) before income taxes		4			137			59			119			(315	)		4
Income tax expense (benefit)		2			46			1			3			(50	)		2
Net income (loss)	$	2		$	91		$	58		$	116		$	(265	)	$	2
Currency translation		-			-			-			6			-			6
Interest rate hedges		-			4			-			-			-			4
Defined benefit pension and retiree benefit plans		-			-			(14	)		-			-			(14	)
Provision for income taxes related to other
comprehensive income items		-			(1	)		6			-			-			5
Comprehensive income (loss)	$	2		$	94		$	50		$	122		$	(265	)	$	3

Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2014

									Non-
							Guarantor		Guarantor
		Parent			Issuer		Subsidiaries		Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	-		$	70	$	15	$	44	$	-		$	129
Accounts receivable, net		-			35		377		79		-			491
Intercompany receivable		-			3,343		-		87		(3,430	)		-
Inventories		-			51		496		57		-			604
Deferred income taxes		166			-		-		-		-			166
Prepaid expenses and other current		-			15		13		14		-			42
Total current assets		166			3,514		901		281		(3,306	)		1,432
Property, plant and equipment, net		-			84		1,162		118		-			1,364
Intangible assets, net		-			120		2,226		125		-			2,471
Investment in subsidiaries		69			1,237		-		-		(1,327	)		-
Other assets		-			-		1		-		-			1
Total assets	$	235		$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268
Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	31	$	303	$	61	$	-		$	395
Accrued expenses and other current liabilities		35			127		132		20		-			314
Intercompany payable		(319	)		-		3,749		-		(3,430	)		-
Current portion of long-term debt		-			54		-		4		-			58
Total current liabilities		(284	)		212		4,184		85		(3,430	)		767
Long-term debt, less current portion		-			3,858		-		2		-			3,860
Deferred income taxes		386			-		-		-		-			386
Other long-term liabilities		234			76		42		4		-			356
Total long-term liabilities		620			3,934		42		6		-			4,602
Total liabilities		336			4,146		4,226		91		(3,430	)		5,369
Non-controlling interests		13			-		-		-					13
Other equity (deficit)		(114	)		809		64		433		(1,306	)		(114	)
Total equity (deficit)		(114	)		809		64		433		(1,306	)		(114	)
Total liabilities and equity (deficit)	$	235		$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268

Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2013

										Non-
							Guarantor			Guarantor
		Parent			Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	-		$	116	$	-		$	26	$	-		$	142
Accounts receivable, net of allowance		-			5		371			73		-			449
Intercompany receivable		348			3,448		-			40		(3,836	)		-
Inventories		-			53		482			40		-			575
Deferred income taxes		139			-		-			-		-			139
Prepaid expenses and other current		-			12		11			19		(10	)		32
Total current assets		487			3,634		864			198		(3,846	)		1,337
Property, plant and equipment, net		-			115		1,079			72		-			1,266
Intangible assets, net		8			139		2,275			106		(8	)		2,520
Investment in subsidiaries		760			905		-			-		(1,665	)		-
Other assets		-			10		2			631		(631	)		12
Total assets	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135
Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	9	$	262		$	66	$	-		$	337
Accrued and other current liabilities		41			119		112			15		(11	)		276
Intercompany payable		-			-		3,837			-		(3,837	)		-
Long-term debt-current portion		-			69		-			2		-			71
Total current liabilities		41			197		4,211			83		(3,848	)		684
Long-term debt		740			3,855		-			2		(722	)		3,875
Deferred tax liabilities		385			-		-			-		-			385
Other long-term liabilities		285			64		44			4		(10	)		387
Total long-term liabilities		1,410			3,919		44			6		(732	)		4,647
Total liabilities		1,451			4,116		4,255			89		(4,580	)		5,331
Redeemable shares		-			-		-			-					-
Other equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total liabilities and equity (deficit)	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135

Condensed Supplemental Consolidated Statements of Cash Flows

	Fiscal 2014
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	27		$	473		$	30		$	-		$	530
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(6	)		(200	)		(9	)		-			(215	)
Proceeds from sale of assets		-			-			19			-			-			19
Investment in Parent		-			-			-			-			-		-	-
(Contributions) distributions to/from subsidiaries		723			(2	)		-			721			(1,442	)		-
Intercompany advances (repayments)		-			20			-			-			(20	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business, net of cash acquired		-			-			(136	)		(90	)		-			(226	)
Net cash from investing activities		723			12			(317	)		622			(1,462	)		(422	)
Cash Flow from Financing Activities
Proceeds from long-term borrowings		-			1,627			-			-			-			1,627
Proceeds from initial public offereing		-			-			-			-			-			-
Payment of tax receivable agreement		(32	)		-			-			-			-			(32	)
Proceed from issuance of common stock		17			-			-			-			-			17
Repayment of note receivable		-			-			-			-			-			-
Repayment of long-term borrowings		(740	)		(1,668	)		-			-			721			(1,687	)
Changes in intercompany balances		32			-			(141	)		89			20			-
Contribution from Parent		-			-			-			(721	)		721			-
Debt financing costs		-			(44	)		-			-			-			(44	)
Net cash from financing activities		(723	)		(85	)		(141	)		(632	)		1,462			(119	)
Effect of currency translation on cash		-			-			-			(2	)		-			(2	)
Net change in cash and cash equivalents		-			(46	)		15			18			-			(13	)
Cash and cash equivalents at beginning of period		-			116			-			26			-			142
Cash and cash equivalents at end of period	$	-		$	70		$	15		$	44		$	-		$	129

	Fiscal 2013
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	11		$	417		$	36		$	-		$	464
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(7	)		(218	)		(14	)		-			(239	)
Proceeds from disposal of assets		-			1			17			-			-			18
Investment in Parent		-			-			-			(21	)		21		-	-
(Contributions) distributions to/from subsidiaries		(462	)		441			-			-			21			-
Intercompany advances (repayments)		-			210			-			-			(210	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business net of cash acquired		-			-			(24	)		-			-			(24	)
Net cash from investing activities		(462	)		645			(225	)		(35	)		(168	)		(245	)
Cash Flow from Financing Activities
Proceeds from long-term debt		-			1,391			-			-			-			1,391
IPO proceeds		438			-			-			-			-			438
Payment of TRA		(5	)		(5	)		-			-			5			(5	)
Proceed from issuance of common stock		27			-			-			-			-			27
Repayment of note receivable		2			2			-			-			(2	)		2
Repayment of long-term debt		-			(1,955	)		-			(2	)		(21	)		(1,978	)
Changes in intercompany balances		-			-			(192	)		(15	)		207			-
Contribution from Parent		-			-			-			21			(21	)		-
Deferred financing costs		-			(39	)		-			-			-			(39	)
Net cash from financing activities		462			(606	)		(192	)		4			168			(164	)
Net change in cash and cash equivalents		-			50			-			5			-			55
Cash and cash equivalents at beginning of period		-			66			-			21			-			87
Cash and cash equivalents at end of period	$	-		$	116		$	-		$	26		$	-		$	142

	Fiscal 2012
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	(22	)	$	504		$	(3	)	$	-		$	479
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(9	)		(209	)		(12	)		-			(230	)
Proceeds from disposal of assets		-			-			30			-			-			30
Investment in Parent		-			-			-			(4	)		4		-	-
(Contributions) distributions to/from subsidiaries		16			(20	)		-			-			4			-
Intercompany advances (repayments)		-			258			-			-			(258	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business net of cash acquired		-			-			7			(62	)		-			(55	)
Net cash from investing activities		16			229			(172	)		(78	)		(250	)		(255	)
Cash Flow from Financing Activities
Proceeds from long-term debt		-			-			-			2			-			2
Equity contributions		-			(6	)		-			-			-			(6	)
Repayment of long-term debt		(16	)		(155	)		-			-			(4	)		(175	)
Changes in intercompany balances		-			-			(337	)		79			258			-
Contribution from Parent		-			-			-			4			(4	)		-
Deferred financing costs		-			-			-			-			-			-
Net cash from financing activities		(16	)		(161	)		(337	)		85			250			(179	)
Net change in cash and cash equivalents		-			46			(5	)		4			-			45
Cash and cash equivalents at beginning of period		-			20			5			17			-			42
Cash and cash equivalents at end of period	$	-		$	66		$	-		$	21		$	-		$	87

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Long-Term Debt (Tables)

12 Months Ended

Sep. 27, 2014

Long-Term Debt [Abstract]

Summary Of Long-Term Debt

		Maturity Date		2014			2013
Term loan		February 2020		1,383			1,397
Term loan		January 2021		1,122			1,125
Revolving line of credit		June 2016		-			-
9	% Second Priority Notes	January 2021		800			800
51 /2 % Second Priority Notes		May 2022		500			-
Retired debt				-			518
Debt discount, net				(20	)		(8	)
Capital leases and other		Various		133			114
				3,918			3,946
Less current portion of long-term debt				(58	)		(71	)
			$	3,860		$	3,875

Schedule Of Future Maturities

Fiscal Year		Maturities
2015	$	58
2016		49
2017		42
2018		42
2019		40
Thereafter		3,707
	$	3,938

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Long-Term Debt (Narrative) (Details) (USD $)	1 Months Ended	12 Months Ended			1 Months Ended
	May 31, 2014	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012	Jan. 31, 2014	Jun. 30, 2014	Oct. 02, 2007	Oct. 31, 2012
Debt Instrument [Line Items]
Gains (Losses) on Extinguishment of Debt		$ (35,000,000)	$ (64,000,000)
Interest Paid		214,000,000	245,000,000	288,000,000
Debt instrument, face amount							2,500,000
Debt discount, net		20,000,000	8,000,000
First lien secured leverage ratio		3.00
Line of credit facility unused capacity percentage		10.00%
Second priority senior secured notes, interest	5.00%
Line of Credit Facility, Periodic Payment, Principal		6,000,000
Senior Notes	500,000,000
Maximum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio		2.25%
Segment Base [Member]
Debt Instrument [Line Items]
Debt instrument, percent added to reference rate		2.50%
Libor [Member]
Debt Instrument [Line Items]
Debt instrument, percent added to reference rate		2.75%
Libor [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, percent added to reference rate		1.75%
Term Loans [Member]
Debt Instrument [Line Items]
Term loan credit agreement, amount					1,125,000,000
Incremental term loan bears interest at LIBOR plus					2.75%
Per annum with a LIBOR floor					1.00
Gains (Losses) on Extinguishment of Debt					2,000,000
Revolving Line Of Credit [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity							650,000,000
Letter of credit fronting fee		0.125%
Line of Credit Facility, Maximum Borrowing Capacity							650,000,000
Revolving Line Of Credit [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.375%
Revolving Line Of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.50%
11% Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage								11.00%
Senior Unsecured Term Loan [Member]
Debt Instrument [Line Items]
Net cash impact of the discharge						18,000,000
Non-guarantor subsidiary, had purchased assignments						98.00%
Debt Issuance [Member]
Debt Instrument [Line Items]
Gains (Losses) on Extinguishment of Debt	33,000,000
Uninsure Borrowing Capacity Term Loan [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity		570,000,000
Line of Credit Facility, Maximum Borrowing Capacity		570,000,000
Matures in January 2021 [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity							650,000,000
Term loan matures, amount		1,100,000,000
First lien secured leverage ratio		4.00
Line of Credit Facility, Maximum Borrowing Capacity							650,000,000
Matures in February 2020 [Member]
Debt Instrument [Line Items]
Term loan matures, amount		1,400,000,000
Matures in February 2020 [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, percent added to reference rate		1.00%
BP Parallel LLC [Member]
Debt Instrument [Line Items]
Debt discount, net		$ 9,000,000

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Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Assumptions Used For Options Granted) (Details)	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]
Risk-free interest rate, minimum			0.60%
Risk-free interest rate, maximum			0.90%
Risk-free interest rate	1.30%	0.60%
Dividend yield	0.00%	0.00%	0.00%
Volatility factor	0.33%	0.38%	0.38%
Expected option life	7 years	7 years	5 years

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Consolidated Statements Of Operations And Comprehensive Income [Abstract]
Consolidated net income	$ 63	$ 57	$ 2
Currency translation	(16)	(5)	6
Interest rate hedges	(3)	20	4
Defined benefit pension and retiree benefit plans	(11)	34	(14)
Provision for income taxes related to other comprehensive income items	5	(20)	5
Comprehensive income	38	86	3
Comprehensive income attributable to non-controlling interests	1
Comprehensive income attributable to the Company	$ 37	$ 86	$ 3

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Guarantor And Non-Guarantor Financial Information (Condensed Supplemental Consolidated Statements Of Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014	Sep. 28, 2013	Sep. 29, 2012
Condensed Consolidating Financial Information [Line Items]
Net sales	$ 1,310	$ 1,298	$ 1,210	$ 1,140	$ 1,204	$ 1,221	$ 1,150	$ 1,072	$ 4,958	$ 4,647	$ 4,766
Cost of goods sold	1,114	1,089	1,023	964	1,006	998	936	895	4,190	3,835	3,984
Selling, general and administrative expenses									320	412	426
Amortization of Intangible Assets									102	105	109
Restructuring and impairment charges, net									30	14	31
Operating income									316	386	325
Debt extinguishment									35	64
Other income									(7)	57	(7)
Interest expense, net									221	244	328
Income (loss) before income taxes									67	85	4
Income tax expense (benefit)									4	28	2
Consolidated net income									63	57	2
Net income attributable to noncontrolling interests									1
Net income (loss) attributable to the Company	29	15	12	6	26	40	1	(10)	62	57	2
Currency translation									(16)	(5)	6
Interest rate hedges									(3)	20	4
Defined benefit pension and retiree health benefit plans									(11)	34	(14)
Provision for income taxes related to other comprehensive income items									5	(20)	5
Comprehensive income (loss)									37	86	3
Parent Company [Member]
Condensed Consolidating Financial Information [Line Items]
Other income									(3)
Interest expense, net									34	47	54
Equity in net income of subsidiaries									(98)	(132)	(58)
Income (loss) before income taxes									67	85	4
Income tax expense (benefit)									4	28	2
Consolidated net income									63
Net income attributable to noncontrolling interests									1
Net income (loss) attributable to the Company									62	57	2
Comprehensive income (loss)									62	57	2
Issuer [Member]
Condensed Consolidating Financial Information [Line Items]
Net sales									638	571	579
Cost of goods sold									557	506	520
Selling, general and administrative expenses									52	58	62
Amortization of Intangible Assets									10
Restructuring and impairment charges, net										1	1
Operating income									19	6	(4)
Debt extinguishment									35
Other income										56	(7)
Interest expense, net									27	24	39
Equity in net income of subsidiaries									(218)	(297)	(173)
Income (loss) before income taxes									175	223	137
Income tax expense (benefit)									44	80	46
Consolidated net income									131
Net income (loss) attributable to the Company									131	143	91
Interest rate hedges									(3)	20	4
Defined benefit pension and retiree health benefit plans									(11)	34
Provision for income taxes related to other comprehensive income items									5	(20)	(1)
Comprehensive income (loss)									122	177	94
Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Net sales									3,904	3,706	3,829
Cost of goods sold									3,284	3,021	3,151
Selling, general and administrative expenses									232	314	329
Amortization of Intangible Assets									84
Restructuring and impairment charges, net									30	13	29
Operating income									274	358	320
Other income									(4)	1
Interest expense, net									176	201	261
Income (loss) before income taxes									102	156	59
Income tax expense (benefit)											1
Consolidated net income									102
Net income (loss) attributable to the Company									102	156	58
Defined benefit pension and retiree health benefit plans											(14)
Provision for income taxes related to other comprehensive income items											6
Comprehensive income (loss)									102	156	50
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
Net sales									3,904	370	358
Cost of goods sold									349	308	313
Selling, general and administrative expenses									36	40	35
Amortization of Intangible Assets									8
Restructuring and impairment charges, net											1
Operating income									23	22	9
Interest expense, net									(97)	(120)	(110)
Income (loss) before income taxes									120	142	119
Income tax expense (benefit)									5	2	3
Consolidated net income									115
Net income (loss) attributable to the Company									115	140	116
Currency translation									(16)	(5)	6
Comprehensive income (loss)									99	135	122
Eliminations [Member]
Condensed Consolidating Financial Information [Line Items]
Interest expense, net									81	92	84
Equity in net income of subsidiaries									316	429	231
Income (loss) before income taxes									(397)	(521)	(315)
Income tax expense (benefit)									(49)	(82)	(50)
Consolidated net income									(348)
Net income (loss) attributable to the Company									(348)	(439)	(265)
Comprehensive income (loss)									$ (348)	$ (439)	$ (265)

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Financial Instruments And Fair Value Measurements

12 Months Ended

Sep. 27, 2014

Financial Instruments And Fair Value Measurements [Abstract]

Financial Instruments And Fair Value Measurements

4. Financial Instruments and Fair Value Measurements

As part of the overall risk management, the Company uses derivative instruments to reduce exposure to changes in interest rates attributed to the Companys floating-rate borrowings. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. To the extent hedging relationships are found to be effective, as determined by FASB guidance, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item are recorded to Accumulated other comprehensive loss. Management believes hedge effectiveness is evaluated properly in preparation of the financial statements.

Cash Flow Hedging Strategy

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

In November 2010, the Company entered into two separate interest rate swap transactions to manage cash flow variability associated with $1 billion of the outstanding variable rate term loan debt (the 2010 Swaps). The first agreement had a notional amount of $500 million and became effective in November 2010. The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 0.8925% and expired in November 2013. The second agreement had a notional amount of $500 million and became effective in December 2010. The agreement swaps three month variable LIBOR contracts for a fixed three year rate of 1.0235% and expired in November 2013. In August 2011, the Company began utilizing 1-month LIBOR contracts for the underlying senior secured credit facility. The Companys change in interest rate selection caused the Company to lose hedge accounting on both of the interest rate swaps. The Company recorded changes in fair value in the Consolidated Statement of Income and amortized the previously recorded unrealized losses of $1 million to Interest expense through the end of the respective swap agreements.

In February 2013, the Company entered into an interest rate swap transaction to protect $1 billion of outstanding variable rate term loan debt from future interest rate volatility. The agreement swapped the greater of a three-month variable LIBOR contract or 1.00% for a fixed three-year rate of 2.355%, with an effective date in May 2016 and expiration in May 2019. In June 2013, the Company elected to settle this derivative instrument and received $16 million as a result of this settlement. The offset is included in Accumulated other comprehensive loss and Deferred income taxes and will be amortized to Interest expense from May 2016 through May 2019, the original term of the swap agreement.

In March 2014, the Company entered into an interest rate swap transaction to manage cash flow variability associated with $1 billion of outstanding variable rate term loan debt (the "2014 Swap"). The agreement swaps the greater of a three-month variable LIBOR contract or 1.00% for a fixed three-year rate of 2.59%, with an effective date in February 2016 and expiration in February 2019. The Company records changes in fair value in Accumulated other comprehensive income.

	Liability Derivatives
	Balance Sheet Location		2014		2013
Interest rate swaps 2014 Swaps	Other long-term liabilities	$	3	$	-
Interest rate swaps 2010 Swaps	Other long-term liabilities	$	-	$	1

The effect of the derivative instruments on the Consolidated Statement of Income are as follows:

	Statement of Income Location		2014		2013
Interest rate swaps 2010 Swaps	Other expense (income)	$	-	$	(6	)
	Interest expense	$	-	$	4

The Fair Value Measurements and Disclosures section of the ASC defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value. This section also establishes a three-level hierarchy (Level 1, 2, or 3) for fair value measurements based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. This section also requires the consideration of the counterpartys or the Companys nonperformance risk when assessing fair value.

The Companys interest rate swap fair values were determined using Level 2 inputs as other significant observable inputs were not available.

The Companys financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate swap agreements and capital lease obligations. The fair value of our long-term indebtedness exceeded book value by $86 million and $164 million as of fiscal 2014 and fiscal 2013, respectively. The Companys long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 1 and Note 10. The assets are adjusted to fair value only when the carrying values exceed the fair values. The categorization of the framework used to price the assets is considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 1 and 10 for additional discussion).

Included in the following table are the major categories of assets measured at fair value on a non-recurring basis along with the impairment loss recognized on the fair value measurement for the year then ended.

As of the end of fiscal 2014
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,659		1,659		-
Definite lived intangibles		-		-		585		585		-
Property, plant, and equipment		-		-		1,364		1,364		7
Total	$	-	$	-	$	3,815	$	3,815	$	7

	As of the end of fiscal 2013
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,634		1,634		-
Definite lived intangibles		-		-		649		649		5
Property, plant, and equipment		-		-		1,266		1,266		-
Total	$	-	$	-	$	3,756	$	3,756	$	5

	As of the end of fiscal 2012
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	220	$	220	$	-
Goodwill		-		-		1,626		1,626		-
Definite lived intangibles		-		-		737		737		17
Property, plant, and equipment		-		-		1,216		1,216		3
Total	$	-	$	-	$	3,799	$	3,799	$	20

Valuation of Goodwill and Indefinite Lived Intangible Assets

ASC Topic 350 requires the Company to test goodwill for impairment at least annually. The Company conducts the impairment test on the first day of the fourth fiscal quarter, unless indications of impairment exist during an interim period. When assessing its goodwill for impairment, the Company utilizes a discounted cash flow analysis in combination with a comparable company market approach to determine the fair value of their reporting units and corroborate the fair values. The

Company utilizes a relief from royalty method to value their indefinite lived trademarks and uses the forecasts that are consistent with those used in the reporting unit analysis. The Company has six reporting units more fully discussed in Note 1. In fiscal 2014, fiscal 2013 and fiscal 2012 the Company determined no impairment existed. The Company did not recognize any impairment charges on the indefinitive lived intangible assets in any of the years presented.

Valuation of Property, Plant and Equipment and Definite Lived Intangible Assets

The Company periodically realigns their manufacturing operations which results in facilities being closed and shut down and equipment transferred to other facilities or equipment being scrapped or sold. The Company utilizes appraised values to corroborate the fair value of the facilities and has utilized a scrap value based on prior facility shut downs to estimate the fair value of the equipment, which has approximated the actual value that was received. When impairment indicators exist, the Company will also perform an undiscounted cash flow analysis to determine the recoverability of the Companys long-lived assets. The Company incurred an impairment charge of $7 million related to property, plant and equipment in fiscal 2014. The Company did not incur an impairment charge related to property, plant and equipment in fiscal 2013. The Company wrote-down their property, plant, and equipment with a carrying value of $1,219 million to its fair value of $1,216 million, which resulted in an impairment charge of $3 million during fiscal 2012. The Company did not incur an impairment charge on definite long-lived assets in fiscal 2014. The Company did recognize an impairment charge of $5 million on definite long-lived assets related to the decision to exit certain businesses during fiscal 2013.

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Lease And Other Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Sep. 27, 2014 employee	Sep. 28, 2013	Sep. 29, 2012
Lease And Other Commitments And Contingencies [Abstract]
New capital lease obligations	$ 45	$ 49	$ 7
Lease expirations, final year	2021
Minimum lease payments or contingent rentals	24	16
Asset retirement obligations	7	6
Rent expense from operating leases	54	53	56
Sale leaseback transaction, net proceeds			20
Sale leaseback transaction, deferred gain			$ 1
Number of employees	16,000
Percentage of employees covered by collective bargaining agreements	11.00%

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Stockholders Equity (Summary Of Options Outstanding By Exercise Price Range) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Stockholders Equity [Abstract]
Range of exercise price, lower limit	$ 3.04	$ 3.04
Range of exercise price, upper limit	$ 22.95	$ 17.59
Number outstanding	10,504
Intrinsic value of outstanding	$ 122
Weighted average exercise price	$ 13.13
Number exercisable	5,098	5,182
Intrinsic value of exercisable	81
Unrecognized compensation	$ 20

XML

Retirement Plan (Weighted Average Assumptions Used To Determine Benefit Obligation And Benefit Cost) (Details)	12 Months Ended
	Sep. 27, 2014	Sep. 28, 2013
Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate for benefit obligation	4.00%	4.50%
Discount rate for net benefit cost	4.50%	3.60%
Expected return on plan assets for net benefit costs	8.00%	8.00%
Retiree Health Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate for benefit obligation	2.90%	3.10%
Discount rate for net benefit cost	3.10%	2.40%

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Financial Instruments And Fair Value Measurements (Tables)

12 Months Ended

Sep. 27, 2014

Financial Instruments And Fair Value Measurements [Abstract]

Schedule Of Derivatives Not Designated As Hedging, By Balance Sheet Location

Liability Derivatives
	Balance Sheet Location		2014		2013
Interest rate swaps 2014 Swaps	Other long-term liabilities	$	3	$	-
Interest rate swaps 2010 Swaps	Other long-term liabilities	$

Schedule Of Derivatives Not Designated As Hedging, By Statement Of Operations Location

Statement of Income Location		2014		2013
Interest rate swaps 2010 Swaps	Other expense (income)	$	-	$	(6	)
	Interest expense

Schedule Of Fair Value Assets Measured On Nonrecurring Basis

As of the end of fiscal 2014
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,659		1,659		-
Definite lived intangibles		-		-		585		585		-
Property, plant, and equipment		-		-		1,364		1,364		7
Total	$	-	$	-	$	3,815	$	3,815	$	7

	As of the end of fiscal 2013
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	207	$	207	$	-
Goodwill		-		-		1,634		1,634		-
Definite lived intangibles		-		-		649		649		5
Property, plant, and equipment		-		-		1,266		1,266		-
Total	$	-	$	-	$	3,756	$	3,756	$	5

	As of the end of fiscal 2012
		Level 1		Level 2		Level 3
		Quoted Prices in Active		Significant Other
		Markets for Identical		Observable		Significant
		Assets or Liabilities		Inputs		Unobservable Inputs		Total		Impairment Loss
Indefinite-lived trademarks	$	-	$	-	$	220	$	220	$	-
Goodwill		-		-		1,626		1,626		-
Definite lived intangibles		-		-		737		737		17
Property, plant, and equipment		-		-		1,216		1,216		3
Total	$	-	$	-	$	3,799	$	3,799	$	20

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Restructuring And Impairment Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 29, 2012	Sep. 27, 2014 segment	Sep. 28, 2013	Sep. 29, 2012
Number of reporting segments									4
Net sales	$ 1,310	$ 1,298	$ 1,210	$ 1,140	$ 1,204	$ 1,221	$ 1,150	$ 1,072	$ 4,958	$ 4,647	$ 4,766
Impairment Loss									7	6	20
Rigid Open Top [Member]
Net sales									1,110	1,127	1,229
Rigid Closed Top [Member]
Net sales									1,469	1,387	1,438
Engineered Materials [Member]
Net sales									1,455	1,397	1,362
Flexible Packaging [Member]
Net sales									924	736	737
Engineered Materials [Member]
Number of facilities closed											3
Net sales											71
Rigid Closed Top, Engineered Materials, And Flexible Packaging Afected By Closures [Member]
Impairment Loss											17
Flexible Packaging [Member]
Net sales											24
Rigid Closed Top Affected By Closures [Member]
Net sales											14
Certain Intangible Assets Redeemed [Member]
Non cash assets impairment charges										$ 6

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Guarantor And Non-Guarantor Financial Information (Tables)

12 Months Ended

Sep. 27, 2014

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Schedule of Condensed Financial Statements [Table Text Block]

Condensed Supplemental Consolidated Statements of Operations

	Fiscal 2014
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
	$	-		$	638		$	3,904		$	3,904		$	-		$	4,958
Cost of goods sold		-			557			3,284			349			-			4,190
Selling, general and administrative		-			52			232			36			-			320
Amortization of intangibles		-			10			84			8			-			102
Restructuring and impairment charges		-			-			30			-			-			30
Operating income		-			19			274			23			-			316
Debt extinguishment		-			35			-			-			-			35
Other income, net		(3	)		-			(4	)		-			-			(7	)
Interest expense, net		34			27			176			(97	)		81			221
Equity in net income of subsidiaries		(98	)		(218	)		-			-			316			-
Income (loss) before income taxes		67			175			102			120			(397	)		67
Income tax expense (benefit)		4			44			-			5			(49	)		4
Consolidated net income (loss)		63			131			102			115			(348	)		63
Net income(loss) attributable to non-controlling interests		1			-			-			-			-			1
Net income(loss) attributable to the Company	$	62		$	131		$	102		$	115		$	(348	)	$	62
Currency translation		-			-			-			(16	)		-			(16	)
Interest rate hedges		-			(3	)		-			-			-			(3	)
Defined benefit pension and retiree benefit plans		-			(11	)		-			-			-			(11	)
Provision for income taxes related to other
comprehensive income items		-			5			-			-			-			5
Comprehensive income (loss)	$	62		$	122		$	102		$	99		$	(348	)	$	37

	Fiscal 2013
										Non-
								Guarantor		Guarantor
		Parent			Issuer			Subsidiaries		Subsidiaries			Eliminations			Total
Net sales	$	-		$	571		$	3,706	$	370		$	-		$	4,647
Cost of sales		-			506			3,021		308			-			3,835
Selling, general and administrative		-			58			314		40			-			412
Restructuring and impairment charges		-			1			13		-			-			14
Operating income		-			6			358		22			-			386
Other income		-			56			1		-			-			57
Interest expense, net		47			24			201		(120	)		92			244
Equity in net income of subsidiaries		(132	)		(297	)		-		-			429			-
Net income (loss) before income taxes		85			223			156		142			(521	)		85
Income tax expense (benefit)		28			80			-		2			(82	)		28
Net income (loss)	$	57		$	143		$	156	$	140		$	(439	)	$	57
Currency translation		-			-			-		(5	)		-			(5	)
Interest rate hedges		-			20			-		-			-			20
Defined benefit pension and retiree benefit plans		-			34			-		-			-			34
Provision for income taxes related to other
comprehensive income items		-			(20	)		-		-			-			(20	)
Comprehensive income (loss)	$	57		$	177		$	156	$	135		$	(439	)	$	86

	Fiscal 2012
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Net sales	$	-		$	579		$	3,829		$	358		$	-		$	4,766
Cost of sales		-			520			3,151			313			-			3,984
Selling, general and administrative expenses		-			62			329			35			-			426
Restructuring and impairment charges, net		-			1			29			1			-			31
Operating income (loss)		-			(4	)		320			9			-			325
Other income		-			(7	)		-			-			-			(7	)
Interest expense, net		54			39			261			(110	)		84			328
Equity in net income of subsidiaries		(58	)		(173	)		-			-			231			-
Net income (loss) before income taxes		4			137			59			119			(315	)		4
Income tax expense (benefit)		2			46			1			3			(50	)		2
Net income (loss)	$	2		$	91		$	58		$	116		$	(265	)	$	2
Currency translation		-			-			-			6			-			6
Interest rate hedges		-			4			-			-			-			4
Defined benefit pension and retiree benefit plans		-			-			(14	)		-			-			(14	)
Provision for income taxes related to other
comprehensive income items		-			(1	)		6			-			-			5
Comprehensive income (loss)	$	2		$	94		$	50		$	122		$	(265	)	$	3

Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2014

									Non-
							Guarantor		Guarantor
		Parent			Issuer		Subsidiaries		Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	-		$	70	$	15	$	44	$	-		$	129
Accounts receivable, net		-			35		377		79		-			491
Intercompany receivable		-			3,343		-		87		(3,430	)		-
Inventories		-			51		496		57		-			604
Deferred income taxes		166			-		-		-		-			166
Prepaid expenses and other current		-			15		13		14		-			42
Total current assets		166			3,514		901		281		(3,306	)		1,432
Property, plant and equipment, net		-			84		1,162		118		-			1,364
Intangible assets, net		-			120		2,226		125		-			2,471
Investment in subsidiaries		69			1,237		-		-		(1,327	)		-
Other assets		-			-		1		-		-			1
Total assets	$	235		$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268
Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	31	$	303	$	61	$	-		$	395
Accrued expenses and other current liabilities		35			127		132		20		-			314
Intercompany payable		(319	)		-		3,749		-		(3,430	)		-
Current portion of long-term debt		-			54		-		4		-			58
Total current liabilities		(284	)		212		4,184		85		(3,430	)		767
Long-term debt, less current portion		-			3,858		-		2		-			3,860
Deferred income taxes		386			-		-		-		-			386
Other long-term liabilities		234			76		42		4		-			356
Total long-term liabilities		620			3,934		42		6		-			4,602
Total liabilities		336			4,146		4,226		91		(3,430	)		5,369
Non-controlling interests		13			-		-		-					13
Other equity (deficit)		(114	)		809		64		433		(1,306	)		(114	)
Total equity (deficit)		(101	)		809		64		433		(1,306	)		(101	)
Total liabilities and equity (deficit)	$	235		$	4,955	$	4,290	$	524	$	(4,736	)	$	5,268

Condensed Supplemental Consolidated Balance Sheet As of fiscal year-end 2013

										Non-
							Guarantor			Guarantor
		Parent			Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	-		$	116	$	-		$	26	$	-		$	142
Accounts receivable, net of allowance		-			5		371			73		-			449
Intercompany receivable		348			3,448		-			40		(3,836	)		-
Inventories		-			53		482			40		-			575
Deferred income taxes		139			-		-			-		-			139
Prepaid expenses and other current		-			12		11			19		(10	)		32
Total current assets		487			3,634		864			198		(3,846	)		1,337
Property, plant and equipment, net		-			115		1,079			72		-			1,266
Intangible assets, net		8			139		2,275			106		(8	)		2,520
Investment in subsidiaries		760			905		-			-		(1,665	)		-
Other assets		-			10		2			631		(631	)		12
Total assets	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135
Liabilities and equity
Current liabilities:
Accounts payable	$	-		$	9	$	262		$	66	$	-		$	337
Accrued and other current liabilities		41			119		112			15		(11	)		276
Intercompany payable		-			-		3,837			-		(3,837	)		-
Long-term debt-current portion		-			69		-			2		-			71
Total current liabilities		41			197		4,211			83		(3,848	)		684
Long-term debt		740			3,855		-			2		(722	)		3,875
Deferred tax liabilities		385			-		-			-		-			385
Other long-term liabilities		285			64		44			4		(10	)		387
Total long-term liabilities		1,410			3,919		44			6		(732	)		4,647
Total liabilities		1,451			4,116		4,255			89		(4,580	)		5,331
Redeemable shares		-			-		-			-					-
Other equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total equity (deficit)		(196	)		687		(35	)		918		(1,570	)		(196	)
Total liabilities and equity (deficit)	$	1,255		$	4,803	$	4,220		$	1,007	$	(6,150	)	$	5,135

Condensed Supplemental Consolidated Statements of Cash Flows

	Fiscal 2014
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	27		$	473		$	30		$	-		$	530
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(6	)		(200	)		(9	)		-			(215	)
Proceeds from sale of assets		-			-			19			-			-			19
Investment in Parent		-			-			-			-			-		-	-
(Contributions) distributions to/from subsidiaries		723			(2	)		-			721			(1,442	)		-
Intercompany advances (repayments)		-			20			-			-			(20	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business, net of cash acquired		-			-			(136	)		(90	)		-			(226	)
Net cash from investing activities		723			12			(317	)		622			(1,462	)		(422	)
Cash Flow from Financing Activities
Proceeds from long-term borrowings		-			1,627			-			-			-			1,627
Proceeds from initial public offereing		-			-			-			-			-			-
Payment of tax receivable agreement		(32	)		-			-			-			-			(32	)
Proceed from issuance of common stock		17			-			-			-			-			17
Repayment of note receivable		-			-			-			-			-			-
Repayment of long-term borrowings		(740	)		(1,668	)		-			-			721			(1,687	)
Changes in intercompany balances		32			-			(141	)		89			20			-
Contribution from Parent		-			-			-			(721	)		721			-
Debt financing costs		-			(44	)		-			-			-			(44	)
Net cash from financing activities		(723	)		(85	)		(141	)		(632	)		1,462			(119	)
Effect of currency translation on cash		-			-			-			(2	)		-			(2	)
Net change in cash and cash equivalents		-			(46	)		15			18			-			(13	)
Cash and cash equivalents at beginning of period		-			116			-			26			-			142
Cash and cash equivalents at end of period	$	-		$	70		$	15		$	44		$	-		$	129

	Fiscal 2013
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	11		$	417		$	36		$	-		$	464
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(7	)		(218	)		(14	)		-			(239	)
Proceeds from disposal of assets		-			1			17			-			-			18
Investment in Parent		-			-			-			(21	)		21		-	-
(Contributions) distributions to/from subsidiaries		(462	)		441			-			-			21			-
Intercompany advances (repayments)		-			210			-			-			(210	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business net of cash acquired		-			-			(24	)		-			-			(24	)
Net cash from investing activities		(462	)		645			(225	)		(35	)		(168	)		(245	)
Cash Flow from Financing Activities
Proceeds from long-term debt		-			1,391			-			-			-			1,391
IPO proceeds		438			-			-			-			-			438
Payment of TRA		(5	)		(5	)		-			-			5			(5	)
Proceed from issuance of common stock		27			-			-			-			-			27
Repayment of note receivable		2			2			-			-			(2	)		2
Repayment of long-term debt		-			(1,955	)		-			(2	)		(21	)		(1,978	)
Changes in intercompany balances		-			-			(192	)		(15	)		207			-
Contribution from Parent		-			-			-			21			(21	)		-
Deferred financing costs		-			(39	)		-			-			-			(39	)
Net cash from financing activities		462			(606	)		(192	)		4			168			(164	)
Net change in cash and cash equivalents		-			50			-			5			-			55
Cash and cash equivalents at beginning of period		-			66			-			21			-			87
Cash and cash equivalents at end of period	$	-		$	116		$	-		$	26		$	-		$	142

	Fiscal 2012
											Non-
								Guarantor			Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Cash Flow from Operating Activities	$	-		$	(22	)	$	504		$	(3	)	$	-		$	479
Cash Flow from Investing Activities
Additions to property, plant, and equipment		-			(9	)		(209	)		(12	)		-			(230	)
Proceeds from disposal of assets		-			-			30			-			-			30
Investment in Parent		-			-			-			(4	)		4		-	-
(Contributions) distributions to/from subsidiaries		16			(20	)		-			-			4			-
Intercompany advances (repayments)		-			258			-			-			(258	)		-
Investment in Issuer debt securities		-			-			-			-			-			-
Acquisition of business net of cash acquired		-			-			7			(62	)		-			(55	)
Net cash from investing activities		16			229			(172	)		(78	)		(250	)		(255	)
Cash Flow from Financing Activities
Proceeds from long-term debt		-			-			-			2			-			2
Equity contributions		-			(6	)		-			-			-			(6	)
Repayment of long-term debt		(16	)		(155	)		-			-			(4	)		(175	)
Changes in intercompany balances		-			-			(337	)		79			258			-
Contribution from Parent		-			-			-			4			(4	)		-
Deferred financing costs		-			-			-			-			-			-
Net cash from financing activities		(16	)		(161	)		(337	)		85			250			(179	)
Net change in cash and cash equivalents		-			46			(5	)		4			-			45
Cash and cash equivalents at beginning of period		-			20			5			17			-			42
Cash and cash equivalents at end of period	$	-		$	66		$	-		$	21		$	-		$	87

XML

Net Income Per Share

12 Months Ended

Sep. 27, 2014

Net Income Per Share [Abstract]

Net Income Per Share

14. Net Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing the net income or loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net income or loss per share is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For purposes of this calculation, stock options are considered to be common stock equivalents and are only included in the calculation of diluted net income or loss per share when their effect is dilutive. The Companys redeemable common stock is included in the weighted-average number of common shares outstanding for calculating basic and diluted net income or loss per share.

The following tables and discussion provide a reconciliation of the numerator and denominator of the basic and diluted net loss per share computations. The calculation below provides net income or loss on both basic and diluted basis for fiscal 2014, 2013, and 2012 (in thousands).

		2014		2013		2012
Net income attributed to the Company	$	62	$	57	$	2
Weighted average shares of common stock outstanding--basic		116,875		113,486		83,435
Other common stock equivalents		4,646		5,968		3,209
Weighted average shares of common stock outstanding--diluted		121,521		119,454		86,644
Basic net income (loss) per share available to common shareholders	$	0.53	$	0.50	$	0.02
Diluted net income (loss) per share available to common shareholders	$	0.51	$	0.48	$	0.02